{"id":66,"date":"2020-11-02T13:35:18","date_gmt":"2020-11-02T18:35:18","guid":{"rendered":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/chapter\/ownershipforms\/"},"modified":"2024-12-07T00:17:07","modified_gmt":"2024-12-07T05:17:07","slug":"ownershipforms","status":"publish","type":"chapter","link":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/chapter\/ownershipforms\/","title":{"raw":"Chapter 7 - Forms of Business Ownership","rendered":"Chapter 7 &#8211; Forms of Business Ownership"},"content":{"raw":"<div class=\"textbox textbox--learning-objectives\"><header class=\"textbox__header\">\r\n<h1 class=\"textbox__title\">Learning Objectives<\/h1>\r\n<\/header>\r\n<div class=\"textbox__content\">\r\n\r\nBy the end of the chapter, you should be able to:\r\n<ol>\r\n \t<li>identify the questions to ask in choosing the appropriate form of ownership for a business;<\/li>\r\n \t<li>describe the sole proprietorship and partnership forms of organization, and specify the advantages and disadvantages;<\/li>\r\n \t<li>identify the different types of partnerships, and explain the importance of a partnership agreement;<\/li>\r\n \t<li>explain how corporations are formed and how they operate;<\/li>\r\n \t<li>discuss the advantages and disadvantages of the corporate form of ownership;<\/li>\r\n \t<li>examine special types of business ownership, including limited liability companies, cooperatives, and not-for-profit corporations;<\/li>\r\n \t<li>define mergers and acquisitions, and explain why companies are motivated to merge or acquire other companies; and<\/li>\r\n \t<li>explain [pb_glossary id=\"456\"]key terms[\/pb_glossary] in the chapter.<\/li>\r\n<\/ol>\r\n<\/div>\r\n<\/div>\r\n&nbsp;\r\n\r\n<img class=\"alignleft wp-image-28 size-thumbnail\" src=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-1-150x150.png\" alt=\"\" width=\"150\" height=\"150\" \/>\r\n<h2>\u00a0Show What You Know<\/h2>\r\n<p style=\"text-align: center\">[h5p id=\"13\"]<\/p>\r\n\r\n<div class=\"page-break-before\"><\/div>\r\n<h1>The Ice Cream Men<\/h1>\r\n<p class=\"c4\"><span class=\"c0\">Who would have thought it? Two ex-hippies with strong interests in social activism would end up starting one of the best-known ice cream companies in the country \u2014 Ben &amp; Jerry\u2019s. Perhaps it was meant to be. Ben Cohen (the \u201cBen\u201d of Ben &amp; Jerry\u2019s) always had a fascination with ice cream. As a child, he made his own mixtures by smashing his favorite cookies and candies into his ice cream.<\/span><\/p>\r\n\r\n\r\n[caption id=\"attachment_62\" align=\"alignright\" width=\"300\"]<img class=\"wp-image-62 size-medium\" src=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image3-300x199.jpg\" alt=\"Ben Cohen and Jerry Greenfield, of Ben and Jerry's ice cream fame, casually dressed in the audience of a theatre\" width=\"300\" height=\"199\" \/> Figure 7.1 Ben Cohen and Jerry Greenfield from https:\/\/commons.wikimedia.org licensed CC BY SA[\/caption]\r\n<p class=\"c4\"><span class=\"c0\">But it wasn\u2019t until his senior year in high school that he became an official \u201cice cream man,\u201d happily driving his truck through neighborhoods filled with kids eager to buy his ice cream pops. After high school, Ben tried college but it wasn\u2019t for him. He attended Colgate University for a year and a half before he dropped out to return to his real love: being an ice cream man. He tried college again \u2014 this time at Skidmore, where he studied pottery and jewelry making \u2014 but, in spite of his selection of courses, he still didn\u2019t like it.<\/span><\/p>\r\n<p class=\"c4\">In the meantime, Jerry Greenfield (the \u201cJerry\u201d of Ben &amp; Jerry\u2019s) was following a similar path. He majored in pre-med at Oberlin College in the hopes of one day becoming a doctor, but he had to give up on this goal when he was not accepted into medical school. On a positive note, though, his college education steered him into a more lucrative field: the world of ice cream making. He got his first peek at the ice cream industry when he worked as a scooper in the student cafeteria at Oberlin. So, fourteen years after they first met on the junior high school track team, Ben and Jerry reunited and decided to go into ice cream making big time. They moved to Burlington, Vermont \u2014 a college town in need of an ice cream parlor \u2014 and completed a $5 correspondence course from Penn State on making ice cream. After getting an A in the course \u2014 not surprising, given that the tests were open-book \u2014 they took the plunge: with their life savings of $8,000 and $4,000 of borrowed funds they set up an ice cream shop in a made-over gas station on a busy street corner in Burlington.[footnote]Lager, F. C. (1994). <em>Ben &amp; Jerry\u2019s: The Inside Scoop<\/em>. New York: Crown Publishers.[\/footnote]<span class=\"c0\">\u00a0The next big decision was which form of business ownership was best for them. This chapter introduces you to their options.<\/span><\/p>\r\n\r\n<h1 id=\"h.7yhn6gvz6duo\" class=\"c49\"><span class=\"c27 c8 c3 c34\">The Canadian Landscape<\/span><\/h1>\r\n<p class=\"c4\"><span class=\"c0\">Innovation, Science and Economic Development Canada (ISED) defines a business based upon the number of paid employees. For this reason, self-employed and \"indeterminate\" businesses are generally not included in the present publication as they do not have paid employees.<\/span><\/p>\r\n<p class=\"c4\"><span class=\"c0\">Accordingly, this publication defines a SME (small-to-medium enterprise) as a business establishment with 1\u2013499 paid employees, more specifically:<\/span><\/p>\r\n\r\n<ul class=\"c6 lst-kix_hj9eu6u6ylv-0 start\">\r\n \t<li class=\"c51\"><span class=\"c0\">A small business has 1 to 99 paid employees.<\/span><\/li>\r\n \t<li class=\"c51\"><span class=\"c0\">A medium-sized business has 100 to 499 paid employees.<\/span><\/li>\r\n \t<li class=\"c51\"><span class=\"c0\">A large business has 500 or more paid employees.<\/span><\/li>\r\n<\/ul>\r\n<p class=\"c4\"><span class=\"c0\">ISED also categorizes businesses with 1-4 employees as micro-enterprises.<\/span><\/p>\r\nAccording to Statistics Canada, as of December 2019, there were 1.23 million employer businesses in Canada (Table\u00a01). Of these, 1.2 million (97.9\u00a0percent) were small businesses, 22,905 (1.9\u00a0percent) were medium-sized businesses and 2,978 (0.2\u00a0percent) were large businesses.\r\n\r\nMore than half of Canada's small employer businesses are concentrated in Ontario and Quebec (440,306 and 249,685, respectively). Western Canada has a large number of small businesses, led by British Columbia, which had 187,252 small businesses as of December 2019. In the Atlantic region, Nova Scotia has the most small businesses at 29,876.\r\n<table style=\"border-collapse: collapse;width: 100%;height: 323px\" border=\"0\"><caption>Table 7.1: Total number of employer businesses by business size and number of SMEs per 1,000 provincial population, December 2019[footnote]Sources: Statistics Canada, <a href=\"https:\/\/www.ic.gc.ca\/eic\/site\/061.nsf\/eng\/h_03126.html#table1\">Table 33-10-0222-01<\/a> Canadian Business Counts, with employees, December 2019, Table 17-10-0005-01 \u2014 Population estimates on July 1st, by age and sex; and ISED calculations.[\/footnote]<\/caption>\r\n<tbody>\r\n<tr style=\"height: 79px\">\r\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Region<\/th>\r\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Small businesses (1-99 employees)<\/th>\r\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Medium businesses (100-499 employees)<\/th>\r\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Large businesses (500+ employees)<\/th>\r\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Total<\/th>\r\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Number of businesses per 1,000 individuals (18 +years)<\/th>\r\n<\/tr>\r\n<tr style=\"height: 31px\">\r\n<th style=\"height: 31px;width: 16.666%\" scope=\"row\">Newfoundland and Labrador<\/th>\r\n<td style=\"height: 31px;width: 16.666%\">16,633\u00a0 (98.1%)<\/td>\r\n<td style=\"width: 16.666%\">294\u00a0 (1.7%)<\/td>\r\n<td style=\"width: 16.666%\">25\u00a0 (0.1%)<\/td>\r\n<td style=\"width: 16.666%\">16,952<\/td>\r\n<td style=\"width: 16.666%\">39.0<\/td>\r\n<\/tr>\r\n<tr style=\"height: 31px\">\r\n<th style=\"height: 31px;width: 16.666%\" scope=\"row\">Prince Edward Island<\/th>\r\n<td style=\"height: 31px;width: 16.666%\">6,348\u00a0 (98.2%)<\/td>\r\n<td style=\"width: 16.666%\">107\u00a0 (1.7.%)<\/td>\r\n<td style=\"width: 16.666%\">8\u00a0 (0.1%)<\/td>\r\n<td style=\"width: 16.666%\">6,463<\/td>\r\n<td style=\"width: 16.666%\">50.8<\/td>\r\n<\/tr>\r\n<tr style=\"height: 15px\">\r\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Nova Scotia<\/th>\r\n<td style=\"height: 15px;width: 16.666%\">29,876\u00a0 (98.0%)<\/td>\r\n<td style=\"width: 16.666%\">542\u00a0 (1.8%)<\/td>\r\n<td style=\"width: 16.666%\">68\u00a0 (0.2%)<\/td>\r\n<td style=\"width: 16.666%\">30,486<\/td>\r\n<td style=\"width: 16.666%\">37.8<\/td>\r\n<\/tr>\r\n<tr style=\"height: 31px\">\r\n<th style=\"height: 31px;width: 16.666%\" scope=\"row\">New Brunswick<\/th>\r\n<td style=\"height: 31px;width: 16.666%\">25,063\u00a0 (98.0%)<\/td>\r\n<td style=\"width: 16.666%\">459\u00a0 (1.8%)<\/td>\r\n<td style=\"width: 16.666%\">51\u00a0 (0.2%)<\/td>\r\n<td style=\"width: 16.666%\">25,573<\/td>\r\n<td style=\"width: 16.666%\">39.9<\/td>\r\n<\/tr>\r\n<tr style=\"height: 15px\">\r\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Quebec<\/th>\r\n<td style=\"height: 15px;width: 16.666%\">249,685\u00a0 (97.8%)<\/td>\r\n<td style=\"width: 16.666%\">4,960\u00a0 (1.9%)<\/td>\r\n<td style=\"width: 16.666%\">702\u00a0 (0.33%)<\/td>\r\n<td style=\"width: 16.666%\">255,347<\/td>\r\n<td style=\"width: 16.666%\">37.0<\/td>\r\n<\/tr>\r\n<tr style=\"height: 15px\">\r\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Ontario<\/th>\r\n<td style=\"height: 15px;width: 16.666%\">440,306\u00a0 (97.7%)<\/td>\r\n<td style=\"width: 16.666%\">9,092\u00a0 (2.0%)<\/td>\r\n<td style=\"width: 16.666%\">1,238\u00a0 (0.3%)<\/td>\r\n<td style=\"width: 16.666%\">450,636<\/td>\r\n<td style=\"width: 16.666%\">38.2<\/td>\r\n<\/tr>\r\n<tr style=\"height: 15px\">\r\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Manitoba<\/th>\r\n<td style=\"height: 15px;width: 16.666%\">39,370\u00a0 (97.6%)<\/td>\r\n<td style=\"width: 16.666%\">836\u00a0 (2.1%)<\/td>\r\n<td style=\"width: 16.666%\">122\u00a0 (0.3%)<\/td>\r\n<td style=\"width: 16.666%\">40,328<\/td>\r\n<td style=\"width: 16.666%\">38.0<\/td>\r\n<\/tr>\r\n<tr style=\"height: 15px\">\r\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Saskatchewan<\/th>\r\n<td style=\"height: 15px;width: 16.666%\">41,008\u00a0 (98.3%)<\/td>\r\n<td style=\"width: 16.666%\">647\u00a0 (1.6%)<\/td>\r\n<td style=\"width: 16.666%\">77\u00a0 (0.2%)<\/td>\r\n<td style=\"width: 16.666%\">41,732<\/td>\r\n<td style=\"width: 16.666%\">46.3<\/td>\r\n<\/tr>\r\n<tr style=\"height: 15px\">\r\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Alberta<\/th>\r\n<td style=\"height: 15px;width: 16.666%\">160,920\u00a0 (98.0%)<\/td>\r\n<td style=\"width: 16.666%\">2,936\u00a0 (1.8%)<\/td>\r\n<td style=\"width: 16.666%\">332\u00a0 (0.2%)<\/td>\r\n<td style=\"width: 16.666%\">164,188<\/td>\r\n<td style=\"width: 16.666%\">48.3<\/td>\r\n<\/tr>\r\n<tr style=\"height: 31px\">\r\n<th style=\"height: 31px;width: 16.666%\" scope=\"row\">British Columbia<\/th>\r\n<td style=\"height: 31px;width: 16.666%\">187,252\u00a0 (98.3%)<\/td>\r\n<td style=\"width: 16.666%\">2,947\u00a0 (1.5%)<\/td>\r\n<td style=\"width: 16.666%\">347\u00a0 (0.2%)<\/td>\r\n<td style=\"width: 16.666%\">190,546<\/td>\r\n<td style=\"width: 16.666%\">45.3<\/td>\r\n<\/tr>\r\n<tr style=\"height: 15px\">\r\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Territories<\/th>\r\n<td style=\"height: 15px;width: 16.666%\">4,110\u00a0 (97.8%)<\/td>\r\n<td style=\"width: 16.666%\">85\u00a0 (2.0%)<\/td>\r\n<td style=\"width: 16.666%\">8\u00a0 (0.2%)<\/td>\r\n<td style=\"width: 16.666%\">4,203<\/td>\r\n<td style=\"width: 16.666%\">46.0<\/td>\r\n<\/tr>\r\n<tr class=\"bg-info\" style=\"height: 15px\">\r\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Canada<\/th>\r\n<td style=\"height: 15px;width: 16.666%\">1,200,571\u00a0 (97.9.%)<\/td>\r\n<td style=\"width: 16.666%\"><b>22,905\u00a0 (1.9%)<\/b><\/td>\r\n<td style=\"width: 16.666%\"><b>2,978\u00a0 (0.2%)<\/b><\/td>\r\n<td style=\"width: 16.666%\"><b>1,226,454<\/b><\/td>\r\n<td style=\"width: 16.666%\"><b>40.4<\/b><\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\n<h1 id=\"h.j7debkhj6asl\" class=\"c49\"><span class=\"c34 c27 c8 c3\">Factors to Consider<\/span><\/h1>\r\n<p class=\"c4\"><span class=\"c0\">If you are starting a new business, you have to decide which legal form of ownership is best for you and your business. Do you want to own the business yourself and operate as a sole proprietorship? Or, do you want to share ownership, operating as a partnership or a corporation? Before we discuss the pros and cons of these three types of ownership, let us address some of the questions that you would probably ask yourself in choosing the appropriate legal form for your business.<\/span><\/p>\r\n\r\n<ol class=\"c6 lst-kix_list_4-0 start\" start=\"1\">\r\n \t<li class=\"c9\"><span class=\"c0\">In setting up your business, do you want to minimize the costs of getting started? Do you hope to avoid complex government regulations and reporting requirements?<\/span><\/li>\r\n \t<li class=\"c9\"><span class=\"c0\">How much control would you like? How much responsibility for running the business are you willing to share? What about sharing the profits?<\/span><\/li>\r\n \t<li class=\"c9\"><span class=\"c0\">Do you want to avoid special taxes? <\/span><\/li>\r\n \t<li class=\"c9\"><span class=\"c0\">Do you have all the skills needed to run the business? <\/span><\/li>\r\n \t<li class=\"c9\"><span class=\"c0\">Are you likely to get along with your co-owners over an extended period of time?<\/span><\/li>\r\n \t<li class=\"c9\"><span class=\"c0\">Is it important to you that the business survive you? <\/span><\/li>\r\n \t<li class=\"c9\"><span class=\"c0\">What are your financing needs and how do you plan to finance your company? <\/span><\/li>\r\n \t<li class=\"c67\"><span class=\"c0\">How much personal exposure to liability are you willing to accept? Do you feel uneasy about accepting personal liability for the actions of fellow owners?<\/span><\/li>\r\n<\/ol>\r\n<p class=\"c4\"><span class=\"c0\">No single form of ownership will give you everything you desire. You will have to make some trade-offs. Because each option has both advantages and disadvantages, your job is to decide which one offers the features that are most important to you. In the following sections we\u2019ll compare three ownership options (sole proprietorship, partnership, corporation) on these eight dimensions.<\/span><\/p>\r\n\r\n<h2 class=\"c48\">Sole Proprietorship and Its Advantages<\/h2>\r\n<p class=\"c4\">In a [pb_glossary id=\"775\"]sole proprietorship[\/pb_glossary], y<span class=\"c0\">ou make all important decisions and are generally responsible for all day-to-day activities. In exchange for assuming all this responsibility, you get all the income earned by the business. Profits earned are taxed as personal income, so you don\u2019t have to pay any special federal and provincial income taxes.<\/span><\/p>\r\n\r\n<h2 id=\"h.7hbu5d57n37x\" class=\"c35\"><span class=\"c58 c27 c8 c3\">Disadvantages of Sole Proprietorships<\/span><\/h2>\r\n<p class=\"c4\">For many people, however, the sole proprietorship is not suitable. The flip side of enjoying complete control is having to supply all the different talents that may be necessary to make the business a success. And when you\u2019re gone, the business dissolves. You also have to rely on your own resources for financing: in effect, you are the business and any money borrowed by the business is loaned to you personally. Even more important, the sole proprietor bears <span class=\"c3\">unlimited liability<\/span><span class=\"c0\">\u00a0for any losses incurred by the business. The principle of unlimited personal liability means that if the business incurs a debt or suffers a catastrophe (say, getting sued for causing an injury to someone), the owner is personally liable. As a sole proprietor, you put your personal assets (your bank account, your car, maybe even your home) at risk for the sake of your business. You can lessen your risk with insurance, yet your liability exposure can still be substantial. Given that Ben and Jerry decided to start their ice cream business together (and therefore the business was not owned by only one person), they could not set their company up as a sole proprietorship.<\/span><\/p>\r\n\r\n<h1 id=\"h.g2iflcf5luum\" class=\"c35\"><span class=\"c27 c8 c3 c58\">Partnership<\/span><\/h1>\r\n<p class=\"c4\">A <span class=\"c3\">[pb_glossary id=\"774\"]partnership[\/pb_glossary]<\/span> (or general partnership) is a business owned jointly by two or more people. About 10 percent of U.S. businesses are partnerships[footnote]IRS. (2015). <em>SOI Bulletin Historical Table 12: Number of Business Income Tax Returns, by Size of Business for Income Years 1990-2013<\/em>. https:\/\/www.irs.gov\/uac\/soi-tax-stats-historical-table-12[\/footnote]\u00a0and though the vast majority are small, some are quite large. For example, the big four public accounting firms, Deloitte, PwC, Ernst &amp; Young, and KPMG, <span class=\"c0\">are partnerships. Setting up a partnership is more complex than setting up a sole proprietorship, but it is still relatively easy and inexpensive. The cost varies according to size and complexity. It\u2019s possible to form a simple partnership without the help of a lawyer or an accountant, though it\u2019s usually a good idea to get professional advice.<\/span><\/p>\r\n<p class=\"c57\">Professionals can help you identify and resolve issues that may later create disputes among partners.<\/p>\r\n<p class=\"c57\">Provincial and federal governments also support small businesses and offer free resources as well as opportunities for funding. <span class=\"c31\"><a class=\"c30\" href=\"https:\/\/www.google.com\/url?q=https:\/\/canadabusiness.ca\/&amp;sa=D&amp;ust=1524513262667000\">Canada Business Network<\/a><\/span>\u00a0(@canadabusiness #SMEPME)\u00a0is a collaborative arrangement among federal departments and agencies, provincial and territorial governments and not-for-profit entities.<\/p>\r\n<p style=\"text-align: center\">[h5p id=\"14\"]<\/p>\r\n<p class=\"c57\">It offers webinars and other learning events across the country. For example, Ontario\u2019s <span class=\"c31\"><a class=\"c30\" href=\"https:\/\/www.google.com\/url?q=https:\/\/www.ontario.ca\/page\/small-business-access&amp;sa=D&amp;ust=1524513262667000\">Small Business Access<\/a><\/span>, offers workshops, a help line, funding, and up-to-date information on legal requirements.<\/p>\r\n\r\n<h2 id=\"h.jq27zrg6n9w4\" class=\"c5 c36\"><span class=\"c28 c27 c8 c3\">The Partnership Agreement<\/span><\/h2>\r\n<p class=\"c4 c36\">The impact of disputes can be lessened if the partners have executed a well-planned <span class=\"c3\">partnership agreement<\/span><span class=\"c0\">\u00a0that specifies everyone\u2019s rights and responsibilities. The agreement might provide such details as the following:<\/span><\/p>\r\n\r\n<ul class=\"c6 lst-kix_list_5-0 start\">\r\n \t<li class=\"c41\"><span class=\"c0\">amount of cash and other contributions to be made by each partner;<\/span><\/li>\r\n \t<li class=\"c41\"><span class=\"c0\">division of partnership income (or loss);<\/span><\/li>\r\n \t<li class=\"c41\"><span class=\"c0\">partner responsibilities \u2014 who does what;\u00a0<\/span><\/li>\r\n \t<li class=\"c41\"><span class=\"c0\">conditions under which a partner can sell an interest in the company;<\/span><\/li>\r\n \t<li class=\"c41\"><span class=\"c0\">conditions for dissolving the partnership; and<\/span><\/li>\r\n \t<li class=\"c47\"><span class=\"c0\">conditions for settling disputes.<\/span><\/li>\r\n<\/ul>\r\n<h2 id=\"h.iw890q9jil6\" class=\"c5\"><span class=\"c28 c27 c8 c3\">Unlimited Liability and the Partnership<\/span><\/h2>\r\n<p class=\"c4\">A major problem with partnerships, as with sole proprietorships, is <span class=\"c3\">unlimited liability<\/span>: in this case, each partner is personally liable not only for his or her own actions but also for the actions of all the partners. If your partner in an architectural firm makes a mistake that causes a structure to collapse, the loss your business incurs impacts you just as much as it would him or her. And here is the really bad news: if the business does not have the cash or other assets to cover losses, you can be personally sued for the amount owed. In other words, the party who suffered a loss because of the error can sue you for your personal assets. Many people are understandably reluctant to enter into partnerships because of unlimited liability. Certain forms of businesses allow owners to limit their liability. These include limited partnerships and corporations<span class=\"c3\">.<\/span><\/p>\r\n\r\n<h2 id=\"h.8d85mc9s1rz\" class=\"c5\"><span class=\"c28 c27 c8 c3\">Limited Partnerships<\/span><\/h2>\r\n<p class=\"c4\">The law permits business owners to form a <span class=\"c3\">[pb_glossary id=\"773\"]limited partnership[\/pb_glossary]<\/span><span class=\"c0\">\u00a0which has two types of partners: a single general partner who runs the business and is responsible for its liabilities, and any number of limited partners who have limited involvement in the business and whose losses are limited to the amount of their investment.<\/span><\/p>\r\n\r\n<h2 id=\"h.vvm05haqfbiq\" class=\"c5\"><span class=\"c27 c8 c3 c28\">Advantages and Disadvantages of Partnerships<\/span><\/h2>\r\n<p class=\"c4\"><span class=\"c0\">The partnership has several advantages over the sole proprietorship. First, it brings together a diverse group of talented individuals who share responsibility for running the business. Second, it makes financing easier: the business can draw on the financial resources of a number of individuals. The partners not only contribute funds to the business but can also use personal resources to secure bank loans. Finally, continuity needn\u2019t be an issue because partners can agree legally to allow the partnership to survive if one or more partners die.<\/span><\/p>\r\n<p class=\"c4\"><span class=\"c0\">Still, there are some negatives. First, as discussed earlier, partners are subject to unlimited liability. Second, being a partner means that you have to share decision making, and many people aren\u2019t comfortable with that situation. Not surprisingly, partners often have differences of opinion on how to run a business, and disagreements can escalate to the point of jeopardizing the continuance of the business. Third, in addition to sharing ideas, partners also share profits. This arrangement can work as long as all partners feel that they\u2019re being rewarded according to their efforts and accomplishments, but that isn\u2019t always the case. While the partnership form of ownership is viewed negatively by some, it was particularly appealing to Ben Cohen and Jerry Greenfield. Starting their ice cream business as a partnership was inexpensive and let them combine their limited financial resources and use their diverse skills and talents. As friends they trusted each other and welcomed shared decision making and profit sharing. They were also not reluctant to be held personally liable for each other\u2019s actions.<\/span><\/p>\r\n\r\n<h1 id=\"h.xrd9l5oaqgj9\" class=\"c35\"><span class=\"c58 c27 c8 c3\">Corporation<\/span><\/h1>\r\n<p class=\"c4\">A <span class=\"c3\">[pb_glossary id=\"772\"]corporation[\/pb_glossary]<\/span> (sometimes called a regular or C-corporation) differs from a sole proprietorship and a partnership because it is a legal entity that is entirely separate from the parties who own it. It can enter into binding contracts, buy and sell property, sue and be sued, be held responsible for its actions, and be taxed. Once businesses reach any substantial size, it is advantageous to organize as a corporation so that its owners can limit their liability. Corporations, then, tend to be far larger, on average, than businesses using other forms of ownership. <span class=\"c0\">Most large well-known businesses are corporations, but so are many of the smaller firms with which likely you do business.<\/span><\/p>\r\n\r\n<h2 class=\"c16\"><span class=\"c7 c3\">Ownership and Stock<\/span><\/h2>\r\n<p class=\"c4\">Corporations are owned by <span class=\"c3\">shareholders<\/span>\u00a0who invest money in the business by buying shares of <span class=\"c3\">stock<\/span>. The portion of the corporation they own depends on the percentage of stock they hold. For example, if a corporation has issued 100 shares of stock, and you own 30 shares, you own 30 percent of the company. The shareholders elect a <span class=\"c3\">board of directors<\/span>, a group of people (primarily from outside the corporation) who are legally responsible for governing the corporation. The board oversees the major policies and decisions made by the corporation, sets goals and holds management accountable for achieving them, and hires and evaluates the top executive, generally called the CEO (<span class=\"c3\">chief executive officer<\/span><span class=\"c0\">). The board also approves the distribution of income to shareholders in the form of cash payments called dividends.<\/span><\/p>\r\n\r\n<h2 class=\"c16\"><span class=\"c7 c3\">Benefits of Incorporation<\/span><\/h2>\r\n<p class=\"c4\"><span class=\"c0\">The corporate form of organization offers several advantages, including limited liability for shareholders, greater access to financial resources, specialized management, and continuity.<\/span><\/p>\r\n\r\n<h2 class=\"c16\"><span class=\"c7 c3\">Limited Liability<\/span><\/h2>\r\n<p class=\"c4\">The most important benefit of incorporation is the <span class=\"c3\">limited liability<\/span><span class=\"c0\">\u00a0to which shareholders are exposed: they are not responsible for the obligations of the corporation, and they can lose no more than the amount that they have personally invested in the company. Limited liability would have been a big plus for the unfortunate individual whose business partner burned down their dry cleaning establishment. Had they been incorporated, the corporation would have been liable for the debts incurred by the fire. If the corporation didn\u2019t have enough money to pay the debt, the individual shareholders would not have been obligated to pay anything. They would have lost all the money that they\u2019d invested in the business, but no more.<\/span><\/p>\r\n\r\n<h2 class=\"c16\"><span class=\"c3 c7\">Financial Resources<\/span><\/h2>\r\n<p class=\"c4\"><span class=\"c0\">Incorporation also makes it possible for businesses to raise funds by selling stock. This is a big advantage as a company grows and needs more funds to operate and compete. Depending on its size and financial strength, the corporation also has an advantage over other forms of business in getting bank loans. An established corporation can borrow its own funds, but when a small business needs a loan, the bank usually requires that it be guaranteed by its owners.<\/span><\/p>\r\n\r\n<h2 class=\"c16\"><span class=\"c7 c3\">Specialized Management<\/span><\/h2>\r\n<p class=\"c4\"><span class=\"c0\">Because of their size and ability to pay high sales commissions and benefits, corporations are generally able to attract more skilled and talented employees than are proprietorships and partnerships.<\/span><\/p>\r\n\r\n<h2 class=\"c16\"><span class=\"c7 c3\">Continuity and Transferability<\/span><\/h2>\r\n<p class=\"c4\">Another advantage of incorporation is <span class=\"c3\">continuity<\/span><span class=\"c0\">. Because the corporation has a legal life separate from the lives of its owners, it can (at least in theory) exist forever.<\/span><\/p>\r\n<p class=\"c4\"><span class=\"c0\">Transferring ownership of a corporation is easy: shareholders simply sell their stock to others. Some founders, however, want to restrict the transferability of their stock and so choose to operate as a privately-held corporation. The stock in these corporations is held by only a few individuals, who are not allowed to sell it to the general public.<\/span><\/p>\r\n<p class=\"c4 c36\"><span class=\"c0\">Companies with no such restrictions on stock sales are called public corporations; stock is available for sale to the general public.<\/span><\/p>\r\n\r\n<h2 class=\"c16\"><span class=\"c7 c3\">Drawbacks to Incorporation<\/span><\/h2>\r\n<p class=\"c4\"><span class=\"c0\">Like sole proprietorships and partnerships, corporations have both positive and negative aspects. In sole proprietorships and partnerships, for instance, the individuals who own and manage a business are the same people. Corporate managers, however, don\u2019t necessarily own stock, and shareholders don\u2019t necessarily work for the company. This situation can be troublesome if the goals of the two groups differ significantly.<\/span><\/p>\r\n<p class=\"c4\">Managers, for example, are often more interested in career advancement than the overall profitability of the company. Stockholders might care more about profits without regard for the well-being of employees. This situation is known as the <span class=\"c3\">agency problem<\/span><span class=\"c0\">, a conflict of interest inherent in a relationship in which one party is supposed to act in the best interest of the other. It is often quite difficult to prevent self-interest from entering into these situations.<\/span><\/p>\r\n<p class=\"c4\">Another drawback to incorporation \u2014 one that often discourages small businesses from incorporating \u2014 is the fact that corporations are more costly to set up. When you combine filing and licensing fees with accounting and attorney fees, incorporating a business could set you back by $1,000 to $6,000 or more depending on the size and scope of your business.[footnote]AllBusiness. (2016). What Are the Costs of Forming a Corporation? AllBusiness. https:\/\/www.allbusiness.com\/costs-of-forming-a-corporation-502-1.html[\/footnote] Additionally, corporations are subject to levels of regulation and governmental oversight that can place a burden on small businesses. Finally, corporations are subject to what\u2019s generally called \u201c<span class=\"c3\">double taxation<\/span>.\u201d Corporations are taxed by the federal and provincial governments on their earnings. When these earnings are distributed as dividends, the shareholders pay taxes on these dividends. Corporate profits are thus taxed twice\u2014the corporation pays the taxes the first time and the shareholders pay the taxes the second time.<\/p>\r\n\r\n<h1 id=\"h.uslelaij8074\" class=\"c16\"><span class=\"c7 c3\">The Canadian Comparison<\/span><\/h1>\r\n<p class=\"c4\">\u201cIncorporation: Tax savings, but more paperwork\u201d, a 2017 article in <span class=\"c59\">The Globe and Mail, <\/span><span class=\"c0\">puts incorporation in to the Canadian perspective: <\/span><\/p>\r\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">In Ontario, an incorporated business pays a tax rate of 15 per cent on the first $500,000 of income each year, thanks to the small business tax deduction, and 26.5 per cent for anything beyond that. Rates vary by province. A lower tax rate is one of the key advantages to incorporating a business. However, accountants make the distinction that the taxes are not being saved, but instead deferred. That is because, when the money is taken out of the corporation for personal use, through salary or dividends, the individual winds up paying approximately the same tax rate as if they were a sole proprietor. It's known as the \"theory of integration\" in the Canadian tax system.<\/span><\/p>\r\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">Most accountants recommend business owners incorporate if they can afford to leave money in the company longer-term with the goal of watching the value of the assets grow.<\/span><\/p>\r\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">Another tax advantage comes when it's time to sell the business. The shares of most Canadian private corporations are eligible for a lifetime capital gains exemption. In 2016, that exemption amounts to the first $824,176 of capital gains from personal income tax, per shareholder. If the business were a sole proprietorship, any gain from the sale of a private corporation would be taxed.<\/span><\/p>\r\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">Another advantage to incorporating is the opportunity to use income splitting among family members. If one spouse makes more money, you can income-split. Over all, both spouses will be in a lower income tax bracket.<\/span><\/p>\r\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">Another advantage of incorporation, beyond taxes, is the ability to shift liability to the corporation and away from the individual. Incorporating can also add credibility; some larger companies require contractors to be incorporated before they can be hired.<\/span><\/p>\r\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">The disadvantages to incorporation are increased paperwork and administration. That includes the one-time cost to set up the corporation, including accounting and legal fees, which can run to more than $1,000. Owners also have to file two tax returns, a personal one and a more complicated one for the business.<\/span><\/p>\r\n<p class=\"c4\">Five years after starting their ice cream business, Ben Cohen and Jerry Greenfield evaluated the pros and cons of the corporate form of ownership, and the \u201cpros\u201d won. The primary motivator was the need to raise funds to build a $2 million manufacturing facility. Not only did Ben and Jerry decide to switch from a partnership to a corporation, but they also decided to sell shares of stock to the public (and thus become a public corporation). Their sale of stock to the public was a bit unusual: Ben and Jerry wanted the community to own the company, so instead of offering the stock to anyone interested in buying a share, they offered stock to residents of Vermont only. Ben believed that \u201cbusiness has a responsibility to give back to the community from which it draws its support\".[footnote]Lager, F. C. (1994). <em>Ben &amp; Jerry\u2019s: The Inside Scoop<\/em>. New York: Crown Publishers.[\/footnote] He wanted the company to be owned by those who lined up in the gas station to buy cones. The stock was so popular that one in every hundred Vermont families bought stock in the company.[footnote]Lager, F. C. (1994). <em>Ben &amp; Jerry\u2019s: The Inside Scoop<\/em>. New York: Crown Publishers.[\/footnote]<span class=\"c0\">\u00a0Eventually, as the company continued to expand, the stock was sold on a national level.<\/span><\/p>\r\n\r\n<h1 class=\"c48\"><span class=\"c56 c8 c3\">Other Types of Business Ownership<\/span><\/h1>\r\n<p class=\"c4\"><span class=\"c0\">In addition to the three commonly adopted forms of business organization\u2014sole proprietorships, partnerships, and regular corporations\u2014some business owners select other forms of organization to meet their particular needs. We\u2019ll look at several of these options:<\/span><\/p>\r\n\r\n<ul class=\"c6 lst-kix_list_6-0 start\">\r\n \t<li class=\"c9\"><span class=\"c0\">limited liability companies;<\/span><\/li>\r\n \t<li class=\"c9\"><span class=\"c0\">cooperatives; and<\/span><\/li>\r\n \t<li class=\"c67\"><span class=\"c0\">not-for-profit corporations.<\/span><\/li>\r\n<\/ul>\r\n<h2 class=\"c16\"><span class=\"c7 c3\">Limited Liability Companies<\/span><\/h2>\r\n<p class=\"c4\">How would you like a legal form of organization that provides the attractive features of the three common forms of organization (corporation, sole proprietorship and partnership) and avoids the unattractive features of these three organization forms? The <span class=\"c3\">[pb_glossary id=\"778\"]limited liability company[\/pb_glossary] (LLC)<\/span><span class=\"c0\">\u00a0accomplishes exactly that. This form provides business owners with limited liability (a key advantage of corporations) and no \u201cdouble taxation\u201d (a key advantage of sole proprietorships and partnerships). Let\u2019s look at the LLC in more detail.<\/span><\/p>\r\n<p class=\"c4\">In 1977, Wyoming became the first state to allow businesses to operate as limited liability companies. Twenty years later, in 1997, Hawaii became the last state to give its approval to the new organization form. Since then, the limited liability company has increased in popularity. Its rapid growth was fueled in part by changes in state statutes that permit a limited liability company to have just one member. The trend to LLCs can be witnessed by reading company names on the side of trucks or on storefronts in your city. It is common to see names such as Jim Evans Tree Care, LLC, and For-Cats-Only Veterinary Clinic, LLC. But LLCs are not limited to small businesses. Companies such as Crayola, Domino\u2019s Pizza, Ritz-Carlton Hotel Company, and iSold It (which helps people sell their unwanted belongings on eBay) are operating under the limited liability form of organization. <span class=\"c0\">In a limited liability company, owners (called members rather than shareholders) are not personally liable for debts of the company, and its earnings are taxed only once, at the personal level (thereby eliminating double taxation). <\/span><\/p>\r\n<p class=\"c4 c36\"><span class=\"c0\">We have touted the benefits of limited liability protection for an LLC. We now need to point out some circumstances under which an LLC member (or a shareholder in a corporation) might be held personally liable for the debts of his or her company. A business owner can be held personally liable if he or she:<\/span><\/p>\r\n\r\n<ul class=\"c6 lst-kix_list_9-0 start\">\r\n \t<li class=\"c9\"><span class=\"c0\">personally guarantees a business debt or bank loan which the company fails to pay;<\/span><\/li>\r\n \t<li class=\"c9\"><span class=\"c0\">fails to pay employment taxes to the government;<\/span><\/li>\r\n \t<li class=\"c9\"><span class=\"c0\">engages in fraudulent or illegal behavior that harms the company or someone else; or<\/span><\/li>\r\n \t<li class=\"c67\"><span class=\"c0\">does not treat the company as a separate legal entity, for example, uses company assets for personal uses.<\/span><\/li>\r\n<\/ul>\r\n<h1 class=\"c16\"><span class=\"c7 c3\">Cooperatives<\/span><\/h1>\r\n[caption id=\"attachment_64\" align=\"alignright\" width=\"300\"]<img class=\"wp-image-64 size-medium\" src=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image4-4-300x210.jpg\" alt=\"Sunny day outside a corner shot of the exterior of Mountain Equipment Co-op in Ottawa\" width=\"300\" height=\"210\" \/> Figure 7.2 MEC in Ottawa. Source: MEC in Ottawa retrieved from https:\/\/commons.wikimedia.org\/[\/caption]\r\n<p class=\"c4\">A <span class=\"c3\">[pb_glossary id=\"779\"]cooperative[\/pb_glossary]<\/span> (also known as a co-op) is a business owned and controlled by those who use its services. Individuals and firms who belong to the cooperative join together to market products, purchase supplies, and provide services for its members. If run correctly, cooperatives increase profits for its producer-members and lower costs for its consumer-members. Cooperatives are fairly common in the agricultural community. For example, some 750 cranberry and grapefruit member growers market their cranberry sauce, fruit juices, and dried cranberries through the Ocean Spray Cooperative.[footnote]Ocean Spray Cooperative. (2016). <em>Our History<\/em>. http:\/\/www.oceanspray.com\/Who-We-Are\/Heritage\/Our-History.aspx[\/footnote] More than three hundred thousand farmers obtain products they need for production \u2014 feed, seed, fertilizer, farm supplies, fuel \u2014 through the Southern States Cooperative.[footnote]Southern States Cooperative. (2016). <em>Southern States Heritage<\/em>. https:\/\/www.southernstates.com\/sscinfo\/our-heritage\/index.aspx[\/footnote] Co-ops also exist outside agriculture, for example: Modo (Car sharing Co-op), MEC (Mountain Equipment Co-op), and Vancity which is involved in value-based banking.<\/p>\r\n\r\n<h1 class=\"c16\"><span class=\"c7 c3\">Not-for-Profit Corporations<\/span><\/h1>\r\n<p class=\"c4\">A <span class=\"c3\">not-for-profit corporation<\/span><span class=\"c0\">\u00a0(sometimes called a nonprofit) is an organization formed to serve some public purpose rather than for financial gain. As long as the organization\u2019s activity is for charitable, religious, educational, scientific, or literary purposes, it can be exempt\u00a0<\/span><span class=\"c0\">from paying income taxes. Additionally, individuals and other organizations that contribute to the not-for-profit corporation can take a tax deduction for those contributions. The types of groups that normally apply for nonprofit status vary widely and include churches, synagogues, mosques, and other places of worship; museums; universities; and conservation groups.<\/span><\/p>\r\n<p class=\"c4\"><span class=\"c0\">Since Statistics Canada ended its deep collection of nonprofit statistics in 2008, the most recent data available is:<\/span><\/p>\r\n\r\n<ul class=\"c6 lst-kix_543l3uptmd81-0 start\">\r\n \t<li class=\"c21\"><span class=\"c0\">There are 170,000 charitable and non profit organizations in Canada.<\/span><\/li>\r\n \t<li class=\"c21\"><span class=\"c0\">85,000 of these are registered charities (recognized by the Canada Revenue Agency).<\/span><\/li>\r\n \t<li class=\"c21\">The charitable and nonprofit sector contributes an average of 8.1% of total Canadian GDP, more than the retail trade industry and close to the value of the mining, oil and gas extraction industry.<\/li>\r\n \t<li class=\"c21\">Two million Canadians are employed in the charitable and nonprofit sector.<\/li>\r\n \t<li class=\"c21\"><span class=\"c0\">Over 13 million people volunteer for charities and nonprofits.<\/span><\/li>\r\n<\/ul>\r\n<p class=\"c17\">Do you think these numbers have increased or decreased over the last decade? Why?<\/p>\r\n\r\n<h1 class=\"c52\">Mergers and Acquisitions<\/h1>\r\n<img class=\"alignleft size-thumbnail wp-image-65\" src=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-150x150.png\" alt=\"\" width=\"150\" height=\"150\" \/>Track how quickly you can match some of the more recent, larger mergers or major corporations.\r\n\r\nIf you do not see the embedded match game, <a href=\"https:\/\/quizlet.com\/274512349\/match\">access it: https:\/\/quizlet.com\/274512349\/match<\/a>.\r\n<p style=\"text-align: center\">[h5p id=\"16\"]<\/p>\r\n\r\n\r\n<hr \/>\r\n<p class=\"c4\">The headline read, \u201cWanted: More than 2,000 in Google hiring spree\u201d.[footnote]Oreskovic, A. (2010). <em>Wanted: More than 2,000 in Google Hiring Spree<\/em>. Reuters. http:\/\/www.reuters.com\/article\/us-google-idUSTRE6AI05820101119[\/footnote]<span class=\"c0\"> The largest Web search engine in the world was disclosing its plans to grow internally and increase its workforce by more than 2,000 people, with half of the hires coming from the United States and the other half coming from other countries. The added employees would help the company expand into new markets and battle for global talent in the competitive Internet information providers industry. When properly executed, internal growth benefits the firm.<\/span><\/p>\r\n<p class=\"c4\"><span class=\"c0\">An alternative approach to growth is to merge with or acquire another company. The rationale behind growth through merger or acquisition is that 1 + 1 = 3: the combined company is more valuable than the sum of the two separate companies. This rationale is attractive to companies facing competitive pressures. To grab a bigger share of the market and improve profitability, companies will want to become more cost efficient by combining with other companies.<\/span><\/p>\r\n<p class=\"c4\">Though they are often used as if they are synonymous, the terms merger and acquisition mean slightly different things. A <span class=\"c3\">[pb_glossary id=\"769\"]merger[\/pb_glossary]<\/span> occurs when two companies combine to form a new company<span class=\"c0\"> \u2014 <\/span>the arrangement to consolidate the two firms is more collaboratively. An <span class=\"c3\">[pb_glossary id=\"770\"]acquisition[\/pb_glossary]<\/span><span class=\"c0\"> is the purchase of one company by another. When companies in the same industry merge, it is called a [pb_glossary id=\"1313\"]horizontal merger[\/pb_glossary]. When one of the companies in the merger is a supplier or customer to the other, it is called a [pb_glossary id=\"1314\"]vertical merger[\/pb_glossary].<\/span><\/p>\r\n\r\n<h1 id=\"h.aoxqvhv2lguk\" class=\"c16\">The Canadian Landscape<\/h1>\r\n<p class=\"c57\">In June 2013, Shoppers Drug Mart, Canada\u2019s biggest pharmacy chain merged with Loblaw, Canada\u2019s largest grocery retailer, in a 12.4 billion dollar deal. Rather than cutting into each other's market share, the deal allows the two companies to play on each other's strengths. Shoppers has about $1 billion in food sales annually, versus Loblaw's $30 billion. But Loblaw's share of the pharmacy market is only five per cent, so adding Shoppers health products and services to Loblaw grocery stores allows the food retailer to expand its services in what it sees as a growing sector: health, wellness and nutrition (<span class=\"c31\"><a class=\"c30\" href=\"https:\/\/www.google.com\/url?q=http:\/\/www.cbc.ca\/news\/business\/loblaw-to-buy-shoppers-drug-mart-for-12-4b-1.1342108&amp;sa=D&amp;ust=1524513262677000\">www.cbc.ca<\/a><\/span><span class=\"c0\">). Contrast this merger with an acquisition in that same year. Sobey\u2019s acquired 200 Safeway stores in Western Canada under a 5.8 billion dollar deal. According to news reports, along with 213 Safeway grocery stores \u2014 more than 60 percent of which are in Calgary, Vancouver, Edmonton and Winnipeg \u2014 Sobeys will also acquire:<\/span><\/p>\r\n\r\n<ul class=\"c6 lst-kix_y3mn7h2zs59j-0 start\">\r\n \t<li class=\"c4 c26\"><span class=\"c0\">199 in-store pharmacies;<\/span><\/li>\r\n \t<li class=\"c4 c26\"><span class=\"c0\">62 gas stations;<\/span><\/li>\r\n \t<li class=\"c4 c26\"><span class=\"c0\">10 liquor stores;<\/span><\/li>\r\n \t<li class=\"c4 c26\"><span class=\"c0\">4 primary distribution centres and a related wholesale business; and<\/span><\/li>\r\n \t<li class=\"c4 c26\"><span class=\"c0\">12 manufacturing facilities.<\/span><\/li>\r\n<\/ul>\r\n<p class=\"c57\"><span class=\"c0\">Sobeys will also get $1.8 billion worth of real estate in the deal.<\/span><\/p>\r\n<p class=\"c4\">Another example of an acquisition is the purchase of Reebok by Adidas for $3.8 billion.[footnote]Howard, T. (2005). <em>Adidas, Reebok Lace up for a Run Against Nike<\/em>. USAToday. http:\/\/usatoday30.usatoday.com\/money\/industries\/manufacturing\/2005-08-02-adidas-usat_x.htm[\/footnote]<span class=\"c0\">\u00a0The deal was expected to give Adidas a stronger presence in North America and help the company compete with rival Nike. Once this acquisition was completed, Reebok as a company ceased to exist, though Adidas still sells shoes under the Reebok brand.<\/span><\/p>\r\n\r\n<h1 class=\"c16\"><span class=\"c8 c59 c3 c61\">Motives Behind Mergers and Acquisitions<\/span><\/h1>\r\n<p class=\"c4\"><span class=\"c0\">Companies are motivated to merge or acquire other companies for a number of reasons, including the following.<\/span><\/p>\r\n\r\n<h2><span class=\"c8 c3 c10\">Gain Complementary Products<\/span><\/h2>\r\n<ul class=\"c6 lst-kix_kxn8dzs4l8rz-0 start\">\r\n \t<li class=\"c20\"><span class=\"c0\">Shoppers Drug Mart began to sell President\u2019s Choice products in its merger with Loblaw's. <\/span><\/li>\r\n \t<li class=\"c20\"><span class=\"c0\">Loblaw's is able to add Shoppers health care products to its shelves.<\/span><\/li>\r\n \t<li class=\"c20\">Sobey\u2019s gains Safeway\u2019s gas stations and liquors stores in its acquisition.<\/li>\r\n<\/ul>\r\n<h2 id=\"h.dcx7eila0loq\" class=\"c45\"><span class=\"c10 c8 c3\">Attain New Markets or Distribution Channels<\/span><\/h2>\r\n<ul class=\"c6 lst-kix_e7u6vmchrb92-0 start\">\r\n \t<li class=\"c20\"><span class=\"c0\">Sobey\u2019s acquired access to 12 manufacturing facilities, 4 distribution centres, and a related wholesale business.<\/span><\/li>\r\n \t<li class=\"c20\"><span class=\"c0\">Loblaw increases access to urban centres where Shoppers outlets are already located, bringing a wider variety of products to customers in densely populated areas.<\/span><\/li>\r\n<\/ul>\r\n<h2 id=\"h.8z5146uh7nuq\" class=\"c45\"><span class=\"c61 c8 c59 c3\">Realize Synergies<\/span><\/h2>\r\n<ul class=\"c6 lst-kix_t839c3b9mkki-0 start\">\r\n \t<li class=\"c20\"><span class=\"c0\">Integration of the companies' loyalty programs will provide the two with a vast knowledge base of consumers' buying habits and provide economies of scale \u2014 which, the companies estimate, will translate into savings of about $300 million annually.<\/span><\/li>\r\n \t<li class=\"c20\"><span class=\"c0\">Loblaw's share of the pharmacy market is only five percent, so adding Shoppers health products and services to its grocery stores will allow the food retailer to expand its services in what it sees as a growing sector: health, wellness and nutrition.<\/span><\/li>\r\n<\/ul>\r\n<h2 id=\"h.f2tjub1naukt\" class=\"c48\"><span class=\"c10 c8 c3\">The Less-Friendly Option<\/span><\/h2>\r\n<h3 id=\"h.lyxw241jz1h\" class=\"c45\"><span class=\"c8\">Hostile Takeovers: Ben and Je<\/span>rry\u2019s<\/h3>\r\n<p class=\"c4\">What happens, though, if one company wants to acquire another company, but that company does not want to be acquired? The outcome could be a <span class=\"c3\">[pb_glossary id=\"771\"]hostile takeover[\/pb_glossary] <\/span>\u2014 an act of assuming control that is resisted by the targeted company\u2019s management and its board of directors. Ben Cohen and Jerry Greenfield, the Ice Cream Men above, found themselves in one of these situations: Unilever\u2014a very large Dutch\/British company that owns three ice cream brands \u2014 wanted to buy Ben &amp; Jerry\u2019s, against the founders\u2019 wishes. Most of the Ben &amp; Jerry\u2019s stockholders sided with Unilever. They had little confidence in the ability of Ben Cohen and Jerry Greenfield to continue managing the company and were frustrated with the firm\u2019s social-mission focus. The stockholders liked Unilever\u2019s offer to buy their Ben &amp; Jerry\u2019s stock at almost twice its current market price and wanted to take their profits. In the end, Unilever won; Ben &amp; Jerry\u2019s was acquired by Unilever in a hostile takeover.[footnote]CNN Money. (2000). <em>Ben and Jerry\u2019s Scooped Up<\/em>. http:\/\/money.cnn.com\/2000\/04\/12\/deals\/benandjerrys\/[\/footnote]\u00a0Despite fears that the company\u2019s social mission would end, it did not happen. Though neither Ben Cohen nor Jerry Greenfield are involved in the current management of the company, they have returned to their social activism roots and are heavily involved in numerous social initiatives sponsored by the company.<\/p>\r\n\r\n<h1 id=\"h.7fdn4hieo2wt\" class=\"c16\" style=\"padding-left: 30px\"><span class=\"c7 c3\">Comprehensive Check<\/span><\/h1>\r\n<ol>\r\n \t<li>What type of business would you open if you were considering starting your own business? Why?<\/li>\r\n \t<li>Which industries are easiest for a small business to enter? Which are hardest? Why?<\/li>\r\n \t<li>Would you prefer to buy an existing business or start from scratch? Why?<\/li>\r\n<\/ol>\r\n&nbsp;\r\n<p class=\"c16\" style=\"padding-left: 30px\"><span class=\"c7 c3\">This is just a fun game!\u00a0<\/span><\/p>\r\n<p class=\"c11\" style=\"text-align: center\">[h5p id=\"15\"]<\/p>\r\n&nbsp;\r\n<div class=\"textbox textbox--key-takeaways\"><header class=\"textbox__header\">\r\n<h1 class=\"textbox__title\">Key Takeaways<\/h1>\r\n<\/header>\r\n<div class=\"textbox__content\">\r\n\r\nImportant terms and concepts:\r\n<ol>\r\n \t<li>A sole proprietorship is a business owned by only one person.\r\n<ul>\r\n \t<li>Advantages include: complete control for the owner, easy and inexpensive to form, and owner gets to keep all of the profits.<\/li>\r\n \t<li>Disadvantages include: unlimited liability for the owner, complete responsibility for talent and financing, and business dissolves if the owner dies.<\/li>\r\n<\/ul>\r\n<\/li>\r\n \t<li>A general partnership is a business owned jointly by two or more people.\r\n<ul>\r\n \t<li>Advantages include: more resources and talents come with an increase in partners, and the business can continue even after the death of a partner.<\/li>\r\n \t<li>Disadvantages include: partnership disputes, unlimited liability, and shared profits.<\/li>\r\n<\/ul>\r\n<\/li>\r\n \t<li>A limited partnership has a single general partner who runs the business and is responsible for its liabilities, plus any number of limited partners who have limited involvement in the business and whose losses are limited to the amount of their investment.<\/li>\r\n \t<li>A corporation is a legal entity that\u2019s separate from the parties who own it: the shareholders who invest by buying shares of stock. Corporations are governed by a Board of Directors, elected by the shareholders.\r\n<ul>\r\n \t<li>Advantages include: limited liability, easier access to financing, and unlimited life for the corporation.<\/li>\r\n \t<li>Disadvantages include: the agency problem, double taxation, and incorporation expenses and regulations.<\/li>\r\n<\/ul>\r\n<\/li>\r\n \t<li>A limited liability company (LLC) is similar to a C-corporation, but it has fewer rules and restrictions than a C-corporation. For example, an LLC can have any number of members.<\/li>\r\n \t<li>A cooperative is a business owned and controlled by those who use its services. Individuals and firms who belong to the cooperative join together to market products, purchase supplies, and provide services for its members.<\/li>\r\n \t<li>A not-for-profit corporation is an organization formed to serve some public purpose rather than for financial gain. It enjoys favorable tax treatment.<\/li>\r\n \t<li>A merger occurs when two companies combine to form a new company.<\/li>\r\n \t<li>An acquisition is the purchase of one company by another with no new company being formed. A hostile takeover occurs when a company is purchased even though the company\u2019s management and Board of Directors do not want to be acquired.<\/li>\r\n<\/ol>\r\n<\/div>\r\n<\/div>","rendered":"<div class=\"textbox textbox--learning-objectives\">\n<header class=\"textbox__header\">\n<h1 class=\"textbox__title\">Learning Objectives<\/h1>\n<\/header>\n<div class=\"textbox__content\">\n<p>By the end of the chapter, you should be able to:<\/p>\n<ol>\n<li>identify the questions to ask in choosing the appropriate form of ownership for a business;<\/li>\n<li>describe the sole proprietorship and partnership forms of organization, and specify the advantages and disadvantages;<\/li>\n<li>identify the different types of partnerships, and explain the importance of a partnership agreement;<\/li>\n<li>explain how corporations are formed and how they operate;<\/li>\n<li>discuss the advantages and disadvantages of the corporate form of ownership;<\/li>\n<li>examine special types of business ownership, including limited liability companies, cooperatives, and not-for-profit corporations;<\/li>\n<li>define mergers and acquisitions, and explain why companies are motivated to merge or acquire other companies; and<\/li>\n<li>explain <a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_456\">key terms<\/a> in the chapter.<\/li>\n<\/ol>\n<\/div>\n<\/div>\n<p>&nbsp;<\/p>\n<p><img loading=\"lazy\" decoding=\"async\" class=\"alignleft wp-image-28 size-thumbnail\" src=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-1-150x150.png\" alt=\"\" width=\"150\" height=\"150\" srcset=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-1-150x150.png 150w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-1-65x65.png 65w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-1-225x225.png 225w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-1.png 294w\" sizes=\"auto, (max-width: 150px) 100vw, 150px\" \/><\/p>\n<h2>\u00a0Show What You Know<\/h2>\n<p style=\"text-align: center\">\n<div id=\"h5p-13\">\n<div class=\"h5p-iframe-wrapper\"><iframe id=\"h5p-iframe-13\" class=\"h5p-iframe\" data-content-id=\"13\" style=\"height:1px\" src=\"about:blank\" frameBorder=\"0\" scrolling=\"no\" title=\"Show (Ownership)\"><\/iframe><\/div>\n<\/div>\n<div class=\"page-break-before\"><\/div>\n<h1>The Ice Cream Men<\/h1>\n<p class=\"c4\"><span class=\"c0\">Who would have thought it? Two ex-hippies with strong interests in social activism would end up starting one of the best-known ice cream companies in the country \u2014 Ben &amp; Jerry\u2019s. Perhaps it was meant to be. Ben Cohen (the \u201cBen\u201d of Ben &amp; Jerry\u2019s) always had a fascination with ice cream. As a child, he made his own mixtures by smashing his favorite cookies and candies into his ice cream.<\/span><\/p>\n<figure id=\"attachment_62\" aria-describedby=\"caption-attachment-62\" style=\"width: 300px\" class=\"wp-caption alignright\"><img loading=\"lazy\" decoding=\"async\" class=\"wp-image-62 size-medium\" src=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image3-300x199.jpg\" alt=\"Ben Cohen and Jerry Greenfield, of Ben and Jerry's ice cream fame, casually dressed in the audience of a theatre\" width=\"300\" height=\"199\" srcset=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image3-300x199.jpg 300w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image3-65x43.jpg 65w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image3-225x149.jpg 225w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image3-350x232.jpg 350w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image3.jpg 591w\" sizes=\"auto, (max-width: 300px) 100vw, 300px\" \/><figcaption id=\"caption-attachment-62\" class=\"wp-caption-text\">Figure 7.1 Ben Cohen and Jerry Greenfield from https:\/\/commons.wikimedia.org licensed CC BY SA<\/figcaption><\/figure>\n<p class=\"c4\"><span class=\"c0\">But it wasn\u2019t until his senior year in high school that he became an official \u201cice cream man,\u201d happily driving his truck through neighborhoods filled with kids eager to buy his ice cream pops. After high school, Ben tried college but it wasn\u2019t for him. He attended Colgate University for a year and a half before he dropped out to return to his real love: being an ice cream man. He tried college again \u2014 this time at Skidmore, where he studied pottery and jewelry making \u2014 but, in spite of his selection of courses, he still didn\u2019t like it.<\/span><\/p>\n<p class=\"c4\">In the meantime, Jerry Greenfield (the \u201cJerry\u201d of Ben &amp; Jerry\u2019s) was following a similar path. He majored in pre-med at Oberlin College in the hopes of one day becoming a doctor, but he had to give up on this goal when he was not accepted into medical school. On a positive note, though, his college education steered him into a more lucrative field: the world of ice cream making. He got his first peek at the ice cream industry when he worked as a scooper in the student cafeteria at Oberlin. So, fourteen years after they first met on the junior high school track team, Ben and Jerry reunited and decided to go into ice cream making big time. They moved to Burlington, Vermont \u2014 a college town in need of an ice cream parlor \u2014 and completed a $5 correspondence course from Penn State on making ice cream. After getting an A in the course \u2014 not surprising, given that the tests were open-book \u2014 they took the plunge: with their life savings of $8,000 and $4,000 of borrowed funds they set up an ice cream shop in a made-over gas station on a busy street corner in Burlington.<a class=\"footnote\" title=\"Lager, F. C. (1994). Ben &amp; Jerry\u2019s: The Inside Scoop. New York: Crown Publishers.\" id=\"return-footnote-66-1\" href=\"#footnote-66-1\" aria-label=\"Footnote 1\"><sup class=\"footnote\">[1]<\/sup><\/a><span class=\"c0\">\u00a0The next big decision was which form of business ownership was best for them. This chapter introduces you to their options.<\/span><\/p>\n<h1 id=\"h.7yhn6gvz6duo\" class=\"c49\"><span class=\"c27 c8 c3 c34\">The Canadian Landscape<\/span><\/h1>\n<p class=\"c4\"><span class=\"c0\">Innovation, Science and Economic Development Canada (ISED) defines a business based upon the number of paid employees. For this reason, self-employed and &#8220;indeterminate&#8221; businesses are generally not included in the present publication as they do not have paid employees.<\/span><\/p>\n<p class=\"c4\"><span class=\"c0\">Accordingly, this publication defines a SME (small-to-medium enterprise) as a business establishment with 1\u2013499 paid employees, more specifically:<\/span><\/p>\n<ul class=\"c6 lst-kix_hj9eu6u6ylv-0 start\">\n<li class=\"c51\"><span class=\"c0\">A small business has 1 to 99 paid employees.<\/span><\/li>\n<li class=\"c51\"><span class=\"c0\">A medium-sized business has 100 to 499 paid employees.<\/span><\/li>\n<li class=\"c51\"><span class=\"c0\">A large business has 500 or more paid employees.<\/span><\/li>\n<\/ul>\n<p class=\"c4\"><span class=\"c0\">ISED also categorizes businesses with 1-4 employees as micro-enterprises.<\/span><\/p>\n<p>According to Statistics Canada, as of December 2019, there were 1.23 million employer businesses in Canada (Table\u00a01). Of these, 1.2 million (97.9\u00a0percent) were small businesses, 22,905 (1.9\u00a0percent) were medium-sized businesses and 2,978 (0.2\u00a0percent) were large businesses.<\/p>\n<p>More than half of Canada&#8217;s small employer businesses are concentrated in Ontario and Quebec (440,306 and 249,685, respectively). Western Canada has a large number of small businesses, led by British Columbia, which had 187,252 small businesses as of December 2019. In the Atlantic region, Nova Scotia has the most small businesses at 29,876.<\/p>\n<table style=\"border-collapse: collapse;width: 100%;height: 323px\">\n<caption>Table 7.1: Total number of employer businesses by business size and number of SMEs per 1,000 provincial population, December 2019<a class=\"footnote\" title=\"Sources: Statistics Canada, Table 33-10-0222-01 Canadian Business Counts, with employees, December 2019, Table 17-10-0005-01 \u2014 Population estimates on July 1st, by age and sex; and ISED calculations.\" id=\"return-footnote-66-2\" href=\"#footnote-66-2\" aria-label=\"Footnote 2\"><sup class=\"footnote\">[2]<\/sup><\/a><\/caption>\n<tbody>\n<tr style=\"height: 79px\">\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Region<\/th>\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Small businesses (1-99 employees)<\/th>\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Medium businesses (100-499 employees)<\/th>\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Large businesses (500+ employees)<\/th>\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Total<\/th>\n<th style=\"width: 16.666%;height: 79px\" scope=\"col\">Number of businesses per 1,000 individuals (18 +years)<\/th>\n<\/tr>\n<tr style=\"height: 31px\">\n<th style=\"height: 31px;width: 16.666%\" scope=\"row\">Newfoundland and Labrador<\/th>\n<td style=\"height: 31px;width: 16.666%\">16,633\u00a0 (98.1%)<\/td>\n<td style=\"width: 16.666%\">294\u00a0 (1.7%)<\/td>\n<td style=\"width: 16.666%\">25\u00a0 (0.1%)<\/td>\n<td style=\"width: 16.666%\">16,952<\/td>\n<td style=\"width: 16.666%\">39.0<\/td>\n<\/tr>\n<tr style=\"height: 31px\">\n<th style=\"height: 31px;width: 16.666%\" scope=\"row\">Prince Edward Island<\/th>\n<td style=\"height: 31px;width: 16.666%\">6,348\u00a0 (98.2%)<\/td>\n<td style=\"width: 16.666%\">107\u00a0 (1.7.%)<\/td>\n<td style=\"width: 16.666%\">8\u00a0 (0.1%)<\/td>\n<td style=\"width: 16.666%\">6,463<\/td>\n<td style=\"width: 16.666%\">50.8<\/td>\n<\/tr>\n<tr style=\"height: 15px\">\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Nova Scotia<\/th>\n<td style=\"height: 15px;width: 16.666%\">29,876\u00a0 (98.0%)<\/td>\n<td style=\"width: 16.666%\">542\u00a0 (1.8%)<\/td>\n<td style=\"width: 16.666%\">68\u00a0 (0.2%)<\/td>\n<td style=\"width: 16.666%\">30,486<\/td>\n<td style=\"width: 16.666%\">37.8<\/td>\n<\/tr>\n<tr style=\"height: 31px\">\n<th style=\"height: 31px;width: 16.666%\" scope=\"row\">New Brunswick<\/th>\n<td style=\"height: 31px;width: 16.666%\">25,063\u00a0 (98.0%)<\/td>\n<td style=\"width: 16.666%\">459\u00a0 (1.8%)<\/td>\n<td style=\"width: 16.666%\">51\u00a0 (0.2%)<\/td>\n<td style=\"width: 16.666%\">25,573<\/td>\n<td style=\"width: 16.666%\">39.9<\/td>\n<\/tr>\n<tr style=\"height: 15px\">\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Quebec<\/th>\n<td style=\"height: 15px;width: 16.666%\">249,685\u00a0 (97.8%)<\/td>\n<td style=\"width: 16.666%\">4,960\u00a0 (1.9%)<\/td>\n<td style=\"width: 16.666%\">702\u00a0 (0.33%)<\/td>\n<td style=\"width: 16.666%\">255,347<\/td>\n<td style=\"width: 16.666%\">37.0<\/td>\n<\/tr>\n<tr style=\"height: 15px\">\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Ontario<\/th>\n<td style=\"height: 15px;width: 16.666%\">440,306\u00a0 (97.7%)<\/td>\n<td style=\"width: 16.666%\">9,092\u00a0 (2.0%)<\/td>\n<td style=\"width: 16.666%\">1,238\u00a0 (0.3%)<\/td>\n<td style=\"width: 16.666%\">450,636<\/td>\n<td style=\"width: 16.666%\">38.2<\/td>\n<\/tr>\n<tr style=\"height: 15px\">\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Manitoba<\/th>\n<td style=\"height: 15px;width: 16.666%\">39,370\u00a0 (97.6%)<\/td>\n<td style=\"width: 16.666%\">836\u00a0 (2.1%)<\/td>\n<td style=\"width: 16.666%\">122\u00a0 (0.3%)<\/td>\n<td style=\"width: 16.666%\">40,328<\/td>\n<td style=\"width: 16.666%\">38.0<\/td>\n<\/tr>\n<tr style=\"height: 15px\">\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Saskatchewan<\/th>\n<td style=\"height: 15px;width: 16.666%\">41,008\u00a0 (98.3%)<\/td>\n<td style=\"width: 16.666%\">647\u00a0 (1.6%)<\/td>\n<td style=\"width: 16.666%\">77\u00a0 (0.2%)<\/td>\n<td style=\"width: 16.666%\">41,732<\/td>\n<td style=\"width: 16.666%\">46.3<\/td>\n<\/tr>\n<tr style=\"height: 15px\">\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Alberta<\/th>\n<td style=\"height: 15px;width: 16.666%\">160,920\u00a0 (98.0%)<\/td>\n<td style=\"width: 16.666%\">2,936\u00a0 (1.8%)<\/td>\n<td style=\"width: 16.666%\">332\u00a0 (0.2%)<\/td>\n<td style=\"width: 16.666%\">164,188<\/td>\n<td style=\"width: 16.666%\">48.3<\/td>\n<\/tr>\n<tr style=\"height: 31px\">\n<th style=\"height: 31px;width: 16.666%\" scope=\"row\">British Columbia<\/th>\n<td style=\"height: 31px;width: 16.666%\">187,252\u00a0 (98.3%)<\/td>\n<td style=\"width: 16.666%\">2,947\u00a0 (1.5%)<\/td>\n<td style=\"width: 16.666%\">347\u00a0 (0.2%)<\/td>\n<td style=\"width: 16.666%\">190,546<\/td>\n<td style=\"width: 16.666%\">45.3<\/td>\n<\/tr>\n<tr style=\"height: 15px\">\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Territories<\/th>\n<td style=\"height: 15px;width: 16.666%\">4,110\u00a0 (97.8%)<\/td>\n<td style=\"width: 16.666%\">85\u00a0 (2.0%)<\/td>\n<td style=\"width: 16.666%\">8\u00a0 (0.2%)<\/td>\n<td style=\"width: 16.666%\">4,203<\/td>\n<td style=\"width: 16.666%\">46.0<\/td>\n<\/tr>\n<tr class=\"bg-info\" style=\"height: 15px\">\n<th style=\"height: 15px;width: 16.666%\" scope=\"row\">Canada<\/th>\n<td style=\"height: 15px;width: 16.666%\">1,200,571\u00a0 (97.9.%)<\/td>\n<td style=\"width: 16.666%\"><b>22,905\u00a0 (1.9%)<\/b><\/td>\n<td style=\"width: 16.666%\"><b>2,978\u00a0 (0.2%)<\/b><\/td>\n<td style=\"width: 16.666%\"><b>1,226,454<\/b><\/td>\n<td style=\"width: 16.666%\"><b>40.4<\/b><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<h1 id=\"h.j7debkhj6asl\" class=\"c49\"><span class=\"c34 c27 c8 c3\">Factors to Consider<\/span><\/h1>\n<p class=\"c4\"><span class=\"c0\">If you are starting a new business, you have to decide which legal form of ownership is best for you and your business. Do you want to own the business yourself and operate as a sole proprietorship? Or, do you want to share ownership, operating as a partnership or a corporation? Before we discuss the pros and cons of these three types of ownership, let us address some of the questions that you would probably ask yourself in choosing the appropriate legal form for your business.<\/span><\/p>\n<ol class=\"c6 lst-kix_list_4-0 start\" start=\"1\">\n<li class=\"c9\"><span class=\"c0\">In setting up your business, do you want to minimize the costs of getting started? Do you hope to avoid complex government regulations and reporting requirements?<\/span><\/li>\n<li class=\"c9\"><span class=\"c0\">How much control would you like? How much responsibility for running the business are you willing to share? What about sharing the profits?<\/span><\/li>\n<li class=\"c9\"><span class=\"c0\">Do you want to avoid special taxes? <\/span><\/li>\n<li class=\"c9\"><span class=\"c0\">Do you have all the skills needed to run the business? <\/span><\/li>\n<li class=\"c9\"><span class=\"c0\">Are you likely to get along with your co-owners over an extended period of time?<\/span><\/li>\n<li class=\"c9\"><span class=\"c0\">Is it important to you that the business survive you? <\/span><\/li>\n<li class=\"c9\"><span class=\"c0\">What are your financing needs and how do you plan to finance your company? <\/span><\/li>\n<li class=\"c67\"><span class=\"c0\">How much personal exposure to liability are you willing to accept? Do you feel uneasy about accepting personal liability for the actions of fellow owners?<\/span><\/li>\n<\/ol>\n<p class=\"c4\"><span class=\"c0\">No single form of ownership will give you everything you desire. You will have to make some trade-offs. Because each option has both advantages and disadvantages, your job is to decide which one offers the features that are most important to you. In the following sections we\u2019ll compare three ownership options (sole proprietorship, partnership, corporation) on these eight dimensions.<\/span><\/p>\n<h2 class=\"c48\">Sole Proprietorship and Its Advantages<\/h2>\n<p class=\"c4\">In a <a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_775\">sole proprietorship<\/a>, y<span class=\"c0\">ou make all important decisions and are generally responsible for all day-to-day activities. In exchange for assuming all this responsibility, you get all the income earned by the business. Profits earned are taxed as personal income, so you don\u2019t have to pay any special federal and provincial income taxes.<\/span><\/p>\n<h2 id=\"h.7hbu5d57n37x\" class=\"c35\"><span class=\"c58 c27 c8 c3\">Disadvantages of Sole Proprietorships<\/span><\/h2>\n<p class=\"c4\">For many people, however, the sole proprietorship is not suitable. The flip side of enjoying complete control is having to supply all the different talents that may be necessary to make the business a success. And when you\u2019re gone, the business dissolves. You also have to rely on your own resources for financing: in effect, you are the business and any money borrowed by the business is loaned to you personally. Even more important, the sole proprietor bears <span class=\"c3\">unlimited liability<\/span><span class=\"c0\">\u00a0for any losses incurred by the business. The principle of unlimited personal liability means that if the business incurs a debt or suffers a catastrophe (say, getting sued for causing an injury to someone), the owner is personally liable. As a sole proprietor, you put your personal assets (your bank account, your car, maybe even your home) at risk for the sake of your business. You can lessen your risk with insurance, yet your liability exposure can still be substantial. Given that Ben and Jerry decided to start their ice cream business together (and therefore the business was not owned by only one person), they could not set their company up as a sole proprietorship.<\/span><\/p>\n<h1 id=\"h.g2iflcf5luum\" class=\"c35\"><span class=\"c27 c8 c3 c58\">Partnership<\/span><\/h1>\n<p class=\"c4\">A <span class=\"c3\"><a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_774\">partnership<\/a><\/span> (or general partnership) is a business owned jointly by two or more people. About 10 percent of U.S. businesses are partnerships<a class=\"footnote\" title=\"IRS. (2015). SOI Bulletin Historical Table 12: Number of Business Income Tax Returns, by Size of Business for Income Years 1990-2013. https:\/\/www.irs.gov\/uac\/soi-tax-stats-historical-table-12\" id=\"return-footnote-66-3\" href=\"#footnote-66-3\" aria-label=\"Footnote 3\"><sup class=\"footnote\">[3]<\/sup><\/a>\u00a0and though the vast majority are small, some are quite large. For example, the big four public accounting firms, Deloitte, PwC, Ernst &amp; Young, and KPMG, <span class=\"c0\">are partnerships. Setting up a partnership is more complex than setting up a sole proprietorship, but it is still relatively easy and inexpensive. The cost varies according to size and complexity. It\u2019s possible to form a simple partnership without the help of a lawyer or an accountant, though it\u2019s usually a good idea to get professional advice.<\/span><\/p>\n<p class=\"c57\">Professionals can help you identify and resolve issues that may later create disputes among partners.<\/p>\n<p class=\"c57\">Provincial and federal governments also support small businesses and offer free resources as well as opportunities for funding. <span class=\"c31\"><a class=\"c30\" href=\"https:\/\/www.google.com\/url?q=https:\/\/canadabusiness.ca\/&amp;sa=D&amp;ust=1524513262667000\">Canada Business Network<\/a><\/span>\u00a0(@canadabusiness #SMEPME)\u00a0is a collaborative arrangement among federal departments and agencies, provincial and territorial governments and not-for-profit entities.<\/p>\n<p style=\"text-align: center\">\n<div id=\"h5p-14\">\n<div class=\"h5p-content\" data-content-id=\"14\"><\/div>\n<\/div>\n<p class=\"c57\">It offers webinars and other learning events across the country. For example, Ontario\u2019s <span class=\"c31\"><a class=\"c30\" href=\"https:\/\/www.google.com\/url?q=https:\/\/www.ontario.ca\/page\/small-business-access&amp;sa=D&amp;ust=1524513262667000\">Small Business Access<\/a><\/span>, offers workshops, a help line, funding, and up-to-date information on legal requirements.<\/p>\n<h2 id=\"h.jq27zrg6n9w4\" class=\"c5 c36\"><span class=\"c28 c27 c8 c3\">The Partnership Agreement<\/span><\/h2>\n<p class=\"c4 c36\">The impact of disputes can be lessened if the partners have executed a well-planned <span class=\"c3\">partnership agreement<\/span><span class=\"c0\">\u00a0that specifies everyone\u2019s rights and responsibilities. The agreement might provide such details as the following:<\/span><\/p>\n<ul class=\"c6 lst-kix_list_5-0 start\">\n<li class=\"c41\"><span class=\"c0\">amount of cash and other contributions to be made by each partner;<\/span><\/li>\n<li class=\"c41\"><span class=\"c0\">division of partnership income (or loss);<\/span><\/li>\n<li class=\"c41\"><span class=\"c0\">partner responsibilities \u2014 who does what;\u00a0<\/span><\/li>\n<li class=\"c41\"><span class=\"c0\">conditions under which a partner can sell an interest in the company;<\/span><\/li>\n<li class=\"c41\"><span class=\"c0\">conditions for dissolving the partnership; and<\/span><\/li>\n<li class=\"c47\"><span class=\"c0\">conditions for settling disputes.<\/span><\/li>\n<\/ul>\n<h2 id=\"h.iw890q9jil6\" class=\"c5\"><span class=\"c28 c27 c8 c3\">Unlimited Liability and the Partnership<\/span><\/h2>\n<p class=\"c4\">A major problem with partnerships, as with sole proprietorships, is <span class=\"c3\">unlimited liability<\/span>: in this case, each partner is personally liable not only for his or her own actions but also for the actions of all the partners. If your partner in an architectural firm makes a mistake that causes a structure to collapse, the loss your business incurs impacts you just as much as it would him or her. And here is the really bad news: if the business does not have the cash or other assets to cover losses, you can be personally sued for the amount owed. In other words, the party who suffered a loss because of the error can sue you for your personal assets. Many people are understandably reluctant to enter into partnerships because of unlimited liability. Certain forms of businesses allow owners to limit their liability. These include limited partnerships and corporations<span class=\"c3\">.<\/span><\/p>\n<h2 id=\"h.8d85mc9s1rz\" class=\"c5\"><span class=\"c28 c27 c8 c3\">Limited Partnerships<\/span><\/h2>\n<p class=\"c4\">The law permits business owners to form a <span class=\"c3\"><a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_773\">limited partnership<\/a><\/span><span class=\"c0\">\u00a0which has two types of partners: a single general partner who runs the business and is responsible for its liabilities, and any number of limited partners who have limited involvement in the business and whose losses are limited to the amount of their investment.<\/span><\/p>\n<h2 id=\"h.vvm05haqfbiq\" class=\"c5\"><span class=\"c27 c8 c3 c28\">Advantages and Disadvantages of Partnerships<\/span><\/h2>\n<p class=\"c4\"><span class=\"c0\">The partnership has several advantages over the sole proprietorship. First, it brings together a diverse group of talented individuals who share responsibility for running the business. Second, it makes financing easier: the business can draw on the financial resources of a number of individuals. The partners not only contribute funds to the business but can also use personal resources to secure bank loans. Finally, continuity needn\u2019t be an issue because partners can agree legally to allow the partnership to survive if one or more partners die.<\/span><\/p>\n<p class=\"c4\"><span class=\"c0\">Still, there are some negatives. First, as discussed earlier, partners are subject to unlimited liability. Second, being a partner means that you have to share decision making, and many people aren\u2019t comfortable with that situation. Not surprisingly, partners often have differences of opinion on how to run a business, and disagreements can escalate to the point of jeopardizing the continuance of the business. Third, in addition to sharing ideas, partners also share profits. This arrangement can work as long as all partners feel that they\u2019re being rewarded according to their efforts and accomplishments, but that isn\u2019t always the case. While the partnership form of ownership is viewed negatively by some, it was particularly appealing to Ben Cohen and Jerry Greenfield. Starting their ice cream business as a partnership was inexpensive and let them combine their limited financial resources and use their diverse skills and talents. As friends they trusted each other and welcomed shared decision making and profit sharing. They were also not reluctant to be held personally liable for each other\u2019s actions.<\/span><\/p>\n<h1 id=\"h.xrd9l5oaqgj9\" class=\"c35\"><span class=\"c58 c27 c8 c3\">Corporation<\/span><\/h1>\n<p class=\"c4\">A <span class=\"c3\"><a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_772\">corporation<\/a><\/span> (sometimes called a regular or C-corporation) differs from a sole proprietorship and a partnership because it is a legal entity that is entirely separate from the parties who own it. It can enter into binding contracts, buy and sell property, sue and be sued, be held responsible for its actions, and be taxed. Once businesses reach any substantial size, it is advantageous to organize as a corporation so that its owners can limit their liability. Corporations, then, tend to be far larger, on average, than businesses using other forms of ownership. <span class=\"c0\">Most large well-known businesses are corporations, but so are many of the smaller firms with which likely you do business.<\/span><\/p>\n<h2 class=\"c16\"><span class=\"c7 c3\">Ownership and Stock<\/span><\/h2>\n<p class=\"c4\">Corporations are owned by <span class=\"c3\">shareholders<\/span>\u00a0who invest money in the business by buying shares of <span class=\"c3\">stock<\/span>. The portion of the corporation they own depends on the percentage of stock they hold. For example, if a corporation has issued 100 shares of stock, and you own 30 shares, you own 30 percent of the company. The shareholders elect a <span class=\"c3\">board of directors<\/span>, a group of people (primarily from outside the corporation) who are legally responsible for governing the corporation. The board oversees the major policies and decisions made by the corporation, sets goals and holds management accountable for achieving them, and hires and evaluates the top executive, generally called the CEO (<span class=\"c3\">chief executive officer<\/span><span class=\"c0\">). The board also approves the distribution of income to shareholders in the form of cash payments called dividends.<\/span><\/p>\n<h2 class=\"c16\"><span class=\"c7 c3\">Benefits of Incorporation<\/span><\/h2>\n<p class=\"c4\"><span class=\"c0\">The corporate form of organization offers several advantages, including limited liability for shareholders, greater access to financial resources, specialized management, and continuity.<\/span><\/p>\n<h2 class=\"c16\"><span class=\"c7 c3\">Limited Liability<\/span><\/h2>\n<p class=\"c4\">The most important benefit of incorporation is the <span class=\"c3\">limited liability<\/span><span class=\"c0\">\u00a0to which shareholders are exposed: they are not responsible for the obligations of the corporation, and they can lose no more than the amount that they have personally invested in the company. Limited liability would have been a big plus for the unfortunate individual whose business partner burned down their dry cleaning establishment. Had they been incorporated, the corporation would have been liable for the debts incurred by the fire. If the corporation didn\u2019t have enough money to pay the debt, the individual shareholders would not have been obligated to pay anything. They would have lost all the money that they\u2019d invested in the business, but no more.<\/span><\/p>\n<h2 class=\"c16\"><span class=\"c3 c7\">Financial Resources<\/span><\/h2>\n<p class=\"c4\"><span class=\"c0\">Incorporation also makes it possible for businesses to raise funds by selling stock. This is a big advantage as a company grows and needs more funds to operate and compete. Depending on its size and financial strength, the corporation also has an advantage over other forms of business in getting bank loans. An established corporation can borrow its own funds, but when a small business needs a loan, the bank usually requires that it be guaranteed by its owners.<\/span><\/p>\n<h2 class=\"c16\"><span class=\"c7 c3\">Specialized Management<\/span><\/h2>\n<p class=\"c4\"><span class=\"c0\">Because of their size and ability to pay high sales commissions and benefits, corporations are generally able to attract more skilled and talented employees than are proprietorships and partnerships.<\/span><\/p>\n<h2 class=\"c16\"><span class=\"c7 c3\">Continuity and Transferability<\/span><\/h2>\n<p class=\"c4\">Another advantage of incorporation is <span class=\"c3\">continuity<\/span><span class=\"c0\">. Because the corporation has a legal life separate from the lives of its owners, it can (at least in theory) exist forever.<\/span><\/p>\n<p class=\"c4\"><span class=\"c0\">Transferring ownership of a corporation is easy: shareholders simply sell their stock to others. Some founders, however, want to restrict the transferability of their stock and so choose to operate as a privately-held corporation. The stock in these corporations is held by only a few individuals, who are not allowed to sell it to the general public.<\/span><\/p>\n<p class=\"c4 c36\"><span class=\"c0\">Companies with no such restrictions on stock sales are called public corporations; stock is available for sale to the general public.<\/span><\/p>\n<h2 class=\"c16\"><span class=\"c7 c3\">Drawbacks to Incorporation<\/span><\/h2>\n<p class=\"c4\"><span class=\"c0\">Like sole proprietorships and partnerships, corporations have both positive and negative aspects. In sole proprietorships and partnerships, for instance, the individuals who own and manage a business are the same people. Corporate managers, however, don\u2019t necessarily own stock, and shareholders don\u2019t necessarily work for the company. This situation can be troublesome if the goals of the two groups differ significantly.<\/span><\/p>\n<p class=\"c4\">Managers, for example, are often more interested in career advancement than the overall profitability of the company. Stockholders might care more about profits without regard for the well-being of employees. This situation is known as the <span class=\"c3\">agency problem<\/span><span class=\"c0\">, a conflict of interest inherent in a relationship in which one party is supposed to act in the best interest of the other. It is often quite difficult to prevent self-interest from entering into these situations.<\/span><\/p>\n<p class=\"c4\">Another drawback to incorporation \u2014 one that often discourages small businesses from incorporating \u2014 is the fact that corporations are more costly to set up. When you combine filing and licensing fees with accounting and attorney fees, incorporating a business could set you back by $1,000 to $6,000 or more depending on the size and scope of your business.<a class=\"footnote\" title=\"AllBusiness. (2016). What Are the Costs of Forming a Corporation? AllBusiness. https:\/\/www.allbusiness.com\/costs-of-forming-a-corporation-502-1.html\" id=\"return-footnote-66-4\" href=\"#footnote-66-4\" aria-label=\"Footnote 4\"><sup class=\"footnote\">[4]<\/sup><\/a> Additionally, corporations are subject to levels of regulation and governmental oversight that can place a burden on small businesses. Finally, corporations are subject to what\u2019s generally called \u201c<span class=\"c3\">double taxation<\/span>.\u201d Corporations are taxed by the federal and provincial governments on their earnings. When these earnings are distributed as dividends, the shareholders pay taxes on these dividends. Corporate profits are thus taxed twice\u2014the corporation pays the taxes the first time and the shareholders pay the taxes the second time.<\/p>\n<h1 id=\"h.uslelaij8074\" class=\"c16\"><span class=\"c7 c3\">The Canadian Comparison<\/span><\/h1>\n<p class=\"c4\">\u201cIncorporation: Tax savings, but more paperwork\u201d, a 2017 article in <span class=\"c59\">The Globe and Mail, <\/span><span class=\"c0\">puts incorporation in to the Canadian perspective: <\/span><\/p>\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">In Ontario, an incorporated business pays a tax rate of 15 per cent on the first $500,000 of income each year, thanks to the small business tax deduction, and 26.5 per cent for anything beyond that. Rates vary by province. A lower tax rate is one of the key advantages to incorporating a business. However, accountants make the distinction that the taxes are not being saved, but instead deferred. That is because, when the money is taken out of the corporation for personal use, through salary or dividends, the individual winds up paying approximately the same tax rate as if they were a sole proprietor. It&#8217;s known as the &#8220;theory of integration&#8221; in the Canadian tax system.<\/span><\/p>\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">Most accountants recommend business owners incorporate if they can afford to leave money in the company longer-term with the goal of watching the value of the assets grow.<\/span><\/p>\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">Another tax advantage comes when it&#8217;s time to sell the business. The shares of most Canadian private corporations are eligible for a lifetime capital gains exemption. In 2016, that exemption amounts to the first $824,176 of capital gains from personal income tax, per shareholder. If the business were a sole proprietorship, any gain from the sale of a private corporation would be taxed.<\/span><\/p>\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">Another advantage to incorporating is the opportunity to use income splitting among family members. If one spouse makes more money, you can income-split. Over all, both spouses will be in a lower income tax bracket.<\/span><\/p>\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">Another advantage of incorporation, beyond taxes, is the ability to shift liability to the corporation and away from the individual. Incorporating can also add credibility; some larger companies require contractors to be incorporated before they can be hired.<\/span><\/p>\n<p class=\"c4\" style=\"padding-left: 30px\"><span class=\"c0\">The disadvantages to incorporation are increased paperwork and administration. That includes the one-time cost to set up the corporation, including accounting and legal fees, which can run to more than $1,000. Owners also have to file two tax returns, a personal one and a more complicated one for the business.<\/span><\/p>\n<p class=\"c4\">Five years after starting their ice cream business, Ben Cohen and Jerry Greenfield evaluated the pros and cons of the corporate form of ownership, and the \u201cpros\u201d won. The primary motivator was the need to raise funds to build a $2 million manufacturing facility. Not only did Ben and Jerry decide to switch from a partnership to a corporation, but they also decided to sell shares of stock to the public (and thus become a public corporation). Their sale of stock to the public was a bit unusual: Ben and Jerry wanted the community to own the company, so instead of offering the stock to anyone interested in buying a share, they offered stock to residents of Vermont only. Ben believed that \u201cbusiness has a responsibility to give back to the community from which it draws its support&#8221;.<a class=\"footnote\" title=\"Lager, F. C. (1994). Ben &amp; Jerry\u2019s: The Inside Scoop. New York: Crown Publishers.\" id=\"return-footnote-66-5\" href=\"#footnote-66-5\" aria-label=\"Footnote 5\"><sup class=\"footnote\">[5]<\/sup><\/a> He wanted the company to be owned by those who lined up in the gas station to buy cones. The stock was so popular that one in every hundred Vermont families bought stock in the company.<a class=\"footnote\" title=\"Lager, F. C. (1994). Ben &amp; Jerry\u2019s: The Inside Scoop. New York: Crown Publishers.\" id=\"return-footnote-66-6\" href=\"#footnote-66-6\" aria-label=\"Footnote 6\"><sup class=\"footnote\">[6]<\/sup><\/a><span class=\"c0\">\u00a0Eventually, as the company continued to expand, the stock was sold on a national level.<\/span><\/p>\n<h1 class=\"c48\"><span class=\"c56 c8 c3\">Other Types of Business Ownership<\/span><\/h1>\n<p class=\"c4\"><span class=\"c0\">In addition to the three commonly adopted forms of business organization\u2014sole proprietorships, partnerships, and regular corporations\u2014some business owners select other forms of organization to meet their particular needs. We\u2019ll look at several of these options:<\/span><\/p>\n<ul class=\"c6 lst-kix_list_6-0 start\">\n<li class=\"c9\"><span class=\"c0\">limited liability companies;<\/span><\/li>\n<li class=\"c9\"><span class=\"c0\">cooperatives; and<\/span><\/li>\n<li class=\"c67\"><span class=\"c0\">not-for-profit corporations.<\/span><\/li>\n<\/ul>\n<h2 class=\"c16\"><span class=\"c7 c3\">Limited Liability Companies<\/span><\/h2>\n<p class=\"c4\">How would you like a legal form of organization that provides the attractive features of the three common forms of organization (corporation, sole proprietorship and partnership) and avoids the unattractive features of these three organization forms? The <span class=\"c3\"><a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_778\">limited liability company<\/a> (LLC)<\/span><span class=\"c0\">\u00a0accomplishes exactly that. This form provides business owners with limited liability (a key advantage of corporations) and no \u201cdouble taxation\u201d (a key advantage of sole proprietorships and partnerships). Let\u2019s look at the LLC in more detail.<\/span><\/p>\n<p class=\"c4\">In 1977, Wyoming became the first state to allow businesses to operate as limited liability companies. Twenty years later, in 1997, Hawaii became the last state to give its approval to the new organization form. Since then, the limited liability company has increased in popularity. Its rapid growth was fueled in part by changes in state statutes that permit a limited liability company to have just one member. The trend to LLCs can be witnessed by reading company names on the side of trucks or on storefronts in your city. It is common to see names such as Jim Evans Tree Care, LLC, and For-Cats-Only Veterinary Clinic, LLC. But LLCs are not limited to small businesses. Companies such as Crayola, Domino\u2019s Pizza, Ritz-Carlton Hotel Company, and iSold It (which helps people sell their unwanted belongings on eBay) are operating under the limited liability form of organization. <span class=\"c0\">In a limited liability company, owners (called members rather than shareholders) are not personally liable for debts of the company, and its earnings are taxed only once, at the personal level (thereby eliminating double taxation). <\/span><\/p>\n<p class=\"c4 c36\"><span class=\"c0\">We have touted the benefits of limited liability protection for an LLC. We now need to point out some circumstances under which an LLC member (or a shareholder in a corporation) might be held personally liable for the debts of his or her company. A business owner can be held personally liable if he or she:<\/span><\/p>\n<ul class=\"c6 lst-kix_list_9-0 start\">\n<li class=\"c9\"><span class=\"c0\">personally guarantees a business debt or bank loan which the company fails to pay;<\/span><\/li>\n<li class=\"c9\"><span class=\"c0\">fails to pay employment taxes to the government;<\/span><\/li>\n<li class=\"c9\"><span class=\"c0\">engages in fraudulent or illegal behavior that harms the company or someone else; or<\/span><\/li>\n<li class=\"c67\"><span class=\"c0\">does not treat the company as a separate legal entity, for example, uses company assets for personal uses.<\/span><\/li>\n<\/ul>\n<h1 class=\"c16\"><span class=\"c7 c3\">Cooperatives<\/span><\/h1>\n<figure id=\"attachment_64\" aria-describedby=\"caption-attachment-64\" style=\"width: 300px\" class=\"wp-caption alignright\"><img loading=\"lazy\" decoding=\"async\" class=\"wp-image-64 size-medium\" src=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image4-4-300x210.jpg\" alt=\"Sunny day outside a corner shot of the exterior of Mountain Equipment Co-op in Ottawa\" width=\"300\" height=\"210\" srcset=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image4-4-300x210.jpg 300w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image4-4-65x46.jpg 65w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image4-4-225x158.jpg 225w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image4-4-350x246.jpg 350w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/image4-4.jpg 640w\" sizes=\"auto, (max-width: 300px) 100vw, 300px\" \/><figcaption id=\"caption-attachment-64\" class=\"wp-caption-text\">Figure 7.2 MEC in Ottawa. Source: MEC in Ottawa retrieved from https:\/\/commons.wikimedia.org\/<\/figcaption><\/figure>\n<p class=\"c4\">A <span class=\"c3\"><a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_779\">cooperative<\/a><\/span> (also known as a co-op) is a business owned and controlled by those who use its services. Individuals and firms who belong to the cooperative join together to market products, purchase supplies, and provide services for its members. If run correctly, cooperatives increase profits for its producer-members and lower costs for its consumer-members. Cooperatives are fairly common in the agricultural community. For example, some 750 cranberry and grapefruit member growers market their cranberry sauce, fruit juices, and dried cranberries through the Ocean Spray Cooperative.<a class=\"footnote\" title=\"Ocean Spray Cooperative. (2016). Our History. http:\/\/www.oceanspray.com\/Who-We-Are\/Heritage\/Our-History.aspx\" id=\"return-footnote-66-7\" href=\"#footnote-66-7\" aria-label=\"Footnote 7\"><sup class=\"footnote\">[7]<\/sup><\/a> More than three hundred thousand farmers obtain products they need for production \u2014 feed, seed, fertilizer, farm supplies, fuel \u2014 through the Southern States Cooperative.<a class=\"footnote\" title=\"Southern States Cooperative. (2016). Southern States Heritage. https:\/\/www.southernstates.com\/sscinfo\/our-heritage\/index.aspx\" id=\"return-footnote-66-8\" href=\"#footnote-66-8\" aria-label=\"Footnote 8\"><sup class=\"footnote\">[8]<\/sup><\/a> Co-ops also exist outside agriculture, for example: Modo (Car sharing Co-op), MEC (Mountain Equipment Co-op), and Vancity which is involved in value-based banking.<\/p>\n<h1 class=\"c16\"><span class=\"c7 c3\">Not-for-Profit Corporations<\/span><\/h1>\n<p class=\"c4\">A <span class=\"c3\">not-for-profit corporation<\/span><span class=\"c0\">\u00a0(sometimes called a nonprofit) is an organization formed to serve some public purpose rather than for financial gain. As long as the organization\u2019s activity is for charitable, religious, educational, scientific, or literary purposes, it can be exempt\u00a0<\/span><span class=\"c0\">from paying income taxes. Additionally, individuals and other organizations that contribute to the not-for-profit corporation can take a tax deduction for those contributions. The types of groups that normally apply for nonprofit status vary widely and include churches, synagogues, mosques, and other places of worship; museums; universities; and conservation groups.<\/span><\/p>\n<p class=\"c4\"><span class=\"c0\">Since Statistics Canada ended its deep collection of nonprofit statistics in 2008, the most recent data available is:<\/span><\/p>\n<ul class=\"c6 lst-kix_543l3uptmd81-0 start\">\n<li class=\"c21\"><span class=\"c0\">There are 170,000 charitable and non profit organizations in Canada.<\/span><\/li>\n<li class=\"c21\"><span class=\"c0\">85,000 of these are registered charities (recognized by the Canada Revenue Agency).<\/span><\/li>\n<li class=\"c21\">The charitable and nonprofit sector contributes an average of 8.1% of total Canadian GDP, more than the retail trade industry and close to the value of the mining, oil and gas extraction industry.<\/li>\n<li class=\"c21\">Two million Canadians are employed in the charitable and nonprofit sector.<\/li>\n<li class=\"c21\"><span class=\"c0\">Over 13 million people volunteer for charities and nonprofits.<\/span><\/li>\n<\/ul>\n<p class=\"c17\">Do you think these numbers have increased or decreased over the last decade? Why?<\/p>\n<h1 class=\"c52\">Mergers and Acquisitions<\/h1>\n<p><img loading=\"lazy\" decoding=\"async\" class=\"alignleft size-thumbnail wp-image-65\" src=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-150x150.png\" alt=\"\" width=\"150\" height=\"150\" srcset=\"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-150x150.png 150w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-65x65.png 65w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow-225x225.png 225w, https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-content\/uploads\/sites\/1177\/2020\/11\/1E-ShowWhatYouKnow.png 294w\" sizes=\"auto, (max-width: 150px) 100vw, 150px\" \/>Track how quickly you can match some of the more recent, larger mergers or major corporations.<\/p>\n<p>If you do not see the embedded match game, <a href=\"https:\/\/quizlet.com\/274512349\/match\">access it: https:\/\/quizlet.com\/274512349\/match<\/a>.<\/p>\n<p style=\"text-align: center\">\n<div id=\"h5p-16\">\n<div class=\"h5p-iframe-wrapper\"><iframe id=\"h5p-iframe-16\" class=\"h5p-iframe\" data-content-id=\"16\" style=\"height:1px\" src=\"about:blank\" frameBorder=\"0\" scrolling=\"no\" title=\"Definitions (Ownership)\"><\/iframe><\/div>\n<\/div>\n<hr \/>\n<p class=\"c4\">The headline read, \u201cWanted: More than 2,000 in Google hiring spree\u201d.<a class=\"footnote\" title=\"Oreskovic, A. (2010). Wanted: More than 2,000 in Google Hiring Spree. Reuters. http:\/\/www.reuters.com\/article\/us-google-idUSTRE6AI05820101119\" id=\"return-footnote-66-9\" href=\"#footnote-66-9\" aria-label=\"Footnote 9\"><sup class=\"footnote\">[9]<\/sup><\/a><span class=\"c0\"> The largest Web search engine in the world was disclosing its plans to grow internally and increase its workforce by more than 2,000 people, with half of the hires coming from the United States and the other half coming from other countries. The added employees would help the company expand into new markets and battle for global talent in the competitive Internet information providers industry. When properly executed, internal growth benefits the firm.<\/span><\/p>\n<p class=\"c4\"><span class=\"c0\">An alternative approach to growth is to merge with or acquire another company. The rationale behind growth through merger or acquisition is that 1 + 1 = 3: the combined company is more valuable than the sum of the two separate companies. This rationale is attractive to companies facing competitive pressures. To grab a bigger share of the market and improve profitability, companies will want to become more cost efficient by combining with other companies.<\/span><\/p>\n<p class=\"c4\">Though they are often used as if they are synonymous, the terms merger and acquisition mean slightly different things. A <span class=\"c3\"><a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_769\">merger<\/a><\/span> occurs when two companies combine to form a new company<span class=\"c0\"> \u2014 <\/span>the arrangement to consolidate the two firms is more collaboratively. An <span class=\"c3\"><a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_770\">acquisition<\/a><\/span><span class=\"c0\"> is the purchase of one company by another. When companies in the same industry merge, it is called a <a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_1313\">horizontal merger<\/a>. When one of the companies in the merger is a supplier or customer to the other, it is called a <a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_1314\">vertical merger<\/a>.<\/span><\/p>\n<h1 id=\"h.aoxqvhv2lguk\" class=\"c16\">The Canadian Landscape<\/h1>\n<p class=\"c57\">In June 2013, Shoppers Drug Mart, Canada\u2019s biggest pharmacy chain merged with Loblaw, Canada\u2019s largest grocery retailer, in a 12.4 billion dollar deal. Rather than cutting into each other&#8217;s market share, the deal allows the two companies to play on each other&#8217;s strengths. Shoppers has about $1 billion in food sales annually, versus Loblaw&#8217;s $30 billion. But Loblaw&#8217;s share of the pharmacy market is only five per cent, so adding Shoppers health products and services to Loblaw grocery stores allows the food retailer to expand its services in what it sees as a growing sector: health, wellness and nutrition (<span class=\"c31\"><a class=\"c30\" href=\"https:\/\/www.google.com\/url?q=http:\/\/www.cbc.ca\/news\/business\/loblaw-to-buy-shoppers-drug-mart-for-12-4b-1.1342108&amp;sa=D&amp;ust=1524513262677000\">www.cbc.ca<\/a><\/span><span class=\"c0\">). Contrast this merger with an acquisition in that same year. Sobey\u2019s acquired 200 Safeway stores in Western Canada under a 5.8 billion dollar deal. According to news reports, along with 213 Safeway grocery stores \u2014 more than 60 percent of which are in Calgary, Vancouver, Edmonton and Winnipeg \u2014 Sobeys will also acquire:<\/span><\/p>\n<ul class=\"c6 lst-kix_y3mn7h2zs59j-0 start\">\n<li class=\"c4 c26\"><span class=\"c0\">199 in-store pharmacies;<\/span><\/li>\n<li class=\"c4 c26\"><span class=\"c0\">62 gas stations;<\/span><\/li>\n<li class=\"c4 c26\"><span class=\"c0\">10 liquor stores;<\/span><\/li>\n<li class=\"c4 c26\"><span class=\"c0\">4 primary distribution centres and a related wholesale business; and<\/span><\/li>\n<li class=\"c4 c26\"><span class=\"c0\">12 manufacturing facilities.<\/span><\/li>\n<\/ul>\n<p class=\"c57\"><span class=\"c0\">Sobeys will also get $1.8 billion worth of real estate in the deal.<\/span><\/p>\n<p class=\"c4\">Another example of an acquisition is the purchase of Reebok by Adidas for $3.8 billion.<a class=\"footnote\" title=\"Howard, T. (2005). Adidas, Reebok Lace up for a Run Against Nike. USAToday. http:\/\/usatoday30.usatoday.com\/money\/industries\/manufacturing\/2005-08-02-adidas-usat_x.htm\" id=\"return-footnote-66-10\" href=\"#footnote-66-10\" aria-label=\"Footnote 10\"><sup class=\"footnote\">[10]<\/sup><\/a><span class=\"c0\">\u00a0The deal was expected to give Adidas a stronger presence in North America and help the company compete with rival Nike. Once this acquisition was completed, Reebok as a company ceased to exist, though Adidas still sells shoes under the Reebok brand.<\/span><\/p>\n<h1 class=\"c16\"><span class=\"c8 c59 c3 c61\">Motives Behind Mergers and Acquisitions<\/span><\/h1>\n<p class=\"c4\"><span class=\"c0\">Companies are motivated to merge or acquire other companies for a number of reasons, including the following.<\/span><\/p>\n<h2><span class=\"c8 c3 c10\">Gain Complementary Products<\/span><\/h2>\n<ul class=\"c6 lst-kix_kxn8dzs4l8rz-0 start\">\n<li class=\"c20\"><span class=\"c0\">Shoppers Drug Mart began to sell President\u2019s Choice products in its merger with Loblaw&#8217;s. <\/span><\/li>\n<li class=\"c20\"><span class=\"c0\">Loblaw&#8217;s is able to add Shoppers health care products to its shelves.<\/span><\/li>\n<li class=\"c20\">Sobey\u2019s gains Safeway\u2019s gas stations and liquors stores in its acquisition.<\/li>\n<\/ul>\n<h2 id=\"h.dcx7eila0loq\" class=\"c45\"><span class=\"c10 c8 c3\">Attain New Markets or Distribution Channels<\/span><\/h2>\n<ul class=\"c6 lst-kix_e7u6vmchrb92-0 start\">\n<li class=\"c20\"><span class=\"c0\">Sobey\u2019s acquired access to 12 manufacturing facilities, 4 distribution centres, and a related wholesale business.<\/span><\/li>\n<li class=\"c20\"><span class=\"c0\">Loblaw increases access to urban centres where Shoppers outlets are already located, bringing a wider variety of products to customers in densely populated areas.<\/span><\/li>\n<\/ul>\n<h2 id=\"h.8z5146uh7nuq\" class=\"c45\"><span class=\"c61 c8 c59 c3\">Realize Synergies<\/span><\/h2>\n<ul class=\"c6 lst-kix_t839c3b9mkki-0 start\">\n<li class=\"c20\"><span class=\"c0\">Integration of the companies&#8217; loyalty programs will provide the two with a vast knowledge base of consumers&#8217; buying habits and provide economies of scale \u2014 which, the companies estimate, will translate into savings of about $300 million annually.<\/span><\/li>\n<li class=\"c20\"><span class=\"c0\">Loblaw&#8217;s share of the pharmacy market is only five percent, so adding Shoppers health products and services to its grocery stores will allow the food retailer to expand its services in what it sees as a growing sector: health, wellness and nutrition.<\/span><\/li>\n<\/ul>\n<h2 id=\"h.f2tjub1naukt\" class=\"c48\"><span class=\"c10 c8 c3\">The Less-Friendly Option<\/span><\/h2>\n<h3 id=\"h.lyxw241jz1h\" class=\"c45\"><span class=\"c8\">Hostile Takeovers: Ben and Je<\/span>rry\u2019s<\/h3>\n<p class=\"c4\">What happens, though, if one company wants to acquire another company, but that company does not want to be acquired? The outcome could be a <span class=\"c3\"><a class=\"glossary-term\" aria-haspopup=\"dialog\" aria-describedby=\"definition\" href=\"#term_66_771\">hostile takeover<\/a> <\/span>\u2014 an act of assuming control that is resisted by the targeted company\u2019s management and its board of directors. Ben Cohen and Jerry Greenfield, the Ice Cream Men above, found themselves in one of these situations: Unilever\u2014a very large Dutch\/British company that owns three ice cream brands \u2014 wanted to buy Ben &amp; Jerry\u2019s, against the founders\u2019 wishes. Most of the Ben &amp; Jerry\u2019s stockholders sided with Unilever. They had little confidence in the ability of Ben Cohen and Jerry Greenfield to continue managing the company and were frustrated with the firm\u2019s social-mission focus. The stockholders liked Unilever\u2019s offer to buy their Ben &amp; Jerry\u2019s stock at almost twice its current market price and wanted to take their profits. In the end, Unilever won; Ben &amp; Jerry\u2019s was acquired by Unilever in a hostile takeover.<a class=\"footnote\" title=\"CNN Money. (2000). Ben and Jerry\u2019s Scooped Up. http:\/\/money.cnn.com\/2000\/04\/12\/deals\/benandjerrys\/\" id=\"return-footnote-66-11\" href=\"#footnote-66-11\" aria-label=\"Footnote 11\"><sup class=\"footnote\">[11]<\/sup><\/a>\u00a0Despite fears that the company\u2019s social mission would end, it did not happen. Though neither Ben Cohen nor Jerry Greenfield are involved in the current management of the company, they have returned to their social activism roots and are heavily involved in numerous social initiatives sponsored by the company.<\/p>\n<h1 id=\"h.7fdn4hieo2wt\" class=\"c16\" style=\"padding-left: 30px\"><span class=\"c7 c3\">Comprehensive Check<\/span><\/h1>\n<ol>\n<li>What type of business would you open if you were considering starting your own business? Why?<\/li>\n<li>Which industries are easiest for a small business to enter? Which are hardest? Why?<\/li>\n<li>Would you prefer to buy an existing business or start from scratch? Why?<\/li>\n<\/ol>\n<p>&nbsp;<\/p>\n<p class=\"c16\" style=\"padding-left: 30px\"><span class=\"c7 c3\">This is just a fun game!\u00a0<\/span><\/p>\n<p class=\"c11\" style=\"text-align: center\">\n<div id=\"h5p-15\">\n<div class=\"h5p-content\" data-content-id=\"15\"><\/div>\n<\/div>\n<p>&nbsp;<\/p>\n<div class=\"textbox textbox--key-takeaways\">\n<header class=\"textbox__header\">\n<h1 class=\"textbox__title\">Key Takeaways<\/h1>\n<\/header>\n<div class=\"textbox__content\">\n<p>Important terms and concepts:<\/p>\n<ol>\n<li>A sole proprietorship is a business owned by only one person.\n<ul>\n<li>Advantages include: complete control for the owner, easy and inexpensive to form, and owner gets to keep all of the profits.<\/li>\n<li>Disadvantages include: unlimited liability for the owner, complete responsibility for talent and financing, and business dissolves if the owner dies.<\/li>\n<\/ul>\n<\/li>\n<li>A general partnership is a business owned jointly by two or more people.\n<ul>\n<li>Advantages include: more resources and talents come with an increase in partners, and the business can continue even after the death of a partner.<\/li>\n<li>Disadvantages include: partnership disputes, unlimited liability, and shared profits.<\/li>\n<\/ul>\n<\/li>\n<li>A limited partnership has a single general partner who runs the business and is responsible for its liabilities, plus any number of limited partners who have limited involvement in the business and whose losses are limited to the amount of their investment.<\/li>\n<li>A corporation is a legal entity that\u2019s separate from the parties who own it: the shareholders who invest by buying shares of stock. Corporations are governed by a Board of Directors, elected by the shareholders.\n<ul>\n<li>Advantages include: limited liability, easier access to financing, and unlimited life for the corporation.<\/li>\n<li>Disadvantages include: the agency problem, double taxation, and incorporation expenses and regulations.<\/li>\n<\/ul>\n<\/li>\n<li>A limited liability company (LLC) is similar to a C-corporation, but it has fewer rules and restrictions than a C-corporation. For example, an LLC can have any number of members.<\/li>\n<li>A cooperative is a business owned and controlled by those who use its services. Individuals and firms who belong to the cooperative join together to market products, purchase supplies, and provide services for its members.<\/li>\n<li>A not-for-profit corporation is an organization formed to serve some public purpose rather than for financial gain. It enjoys favorable tax treatment.<\/li>\n<li>A merger occurs when two companies combine to form a new company.<\/li>\n<li>An acquisition is the purchase of one company by another with no new company being formed. A hostile takeover occurs when a company is purchased even though the company\u2019s management and Board of Directors do not want to be acquired.<\/li>\n<\/ol>\n<\/div>\n<\/div>\n<hr class=\"before-footnotes clear\" \/><div class=\"footnotes\"><ol><li id=\"footnote-66-1\">Lager, F. C. (1994). <em>Ben &amp; Jerry\u2019s: The Inside Scoop<\/em>. New York: Crown Publishers. <a href=\"#return-footnote-66-1\" class=\"return-footnote\" aria-label=\"Return to footnote 1\">&crarr;<\/a><\/li><li id=\"footnote-66-2\">Sources: Statistics Canada, <a href=\"https:\/\/www.ic.gc.ca\/eic\/site\/061.nsf\/eng\/h_03126.html#table1\">Table 33-10-0222-01<\/a> Canadian Business Counts, with employees, December 2019, Table 17-10-0005-01 \u2014 Population estimates on July 1st, by age and sex; and ISED calculations. <a href=\"#return-footnote-66-2\" class=\"return-footnote\" aria-label=\"Return to footnote 2\">&crarr;<\/a><\/li><li id=\"footnote-66-3\">IRS. (2015). <em>SOI Bulletin Historical Table 12: Number of Business Income Tax Returns, by Size of Business for Income Years 1990-2013<\/em>. https:\/\/www.irs.gov\/uac\/soi-tax-stats-historical-table-12 <a href=\"#return-footnote-66-3\" class=\"return-footnote\" aria-label=\"Return to footnote 3\">&crarr;<\/a><\/li><li id=\"footnote-66-4\">AllBusiness. (2016). What Are the Costs of Forming a Corporation? AllBusiness. https:\/\/www.allbusiness.com\/costs-of-forming-a-corporation-502-1.html <a href=\"#return-footnote-66-4\" class=\"return-footnote\" aria-label=\"Return to footnote 4\">&crarr;<\/a><\/li><li id=\"footnote-66-5\">Lager, F. C. (1994). <em>Ben &amp; Jerry\u2019s: The Inside Scoop<\/em>. New York: Crown Publishers. <a href=\"#return-footnote-66-5\" class=\"return-footnote\" aria-label=\"Return to footnote 5\">&crarr;<\/a><\/li><li id=\"footnote-66-6\">Lager, F. C. (1994). <em>Ben &amp; Jerry\u2019s: The Inside Scoop<\/em>. New York: Crown Publishers. <a href=\"#return-footnote-66-6\" class=\"return-footnote\" aria-label=\"Return to footnote 6\">&crarr;<\/a><\/li><li id=\"footnote-66-7\">Ocean Spray Cooperative. (2016). <em>Our History<\/em>. http:\/\/www.oceanspray.com\/Who-We-Are\/Heritage\/Our-History.aspx <a href=\"#return-footnote-66-7\" class=\"return-footnote\" aria-label=\"Return to footnote 7\">&crarr;<\/a><\/li><li id=\"footnote-66-8\">Southern States Cooperative. (2016). <em>Southern States Heritage<\/em>. https:\/\/www.southernstates.com\/sscinfo\/our-heritage\/index.aspx <a href=\"#return-footnote-66-8\" class=\"return-footnote\" aria-label=\"Return to footnote 8\">&crarr;<\/a><\/li><li id=\"footnote-66-9\">Oreskovic, A. (2010). <em>Wanted: More than 2,000 in Google Hiring Spree<\/em>. Reuters. http:\/\/www.reuters.com\/article\/us-google-idUSTRE6AI05820101119 <a href=\"#return-footnote-66-9\" class=\"return-footnote\" aria-label=\"Return to footnote 9\">&crarr;<\/a><\/li><li id=\"footnote-66-10\">Howard, T. (2005). <em>Adidas, Reebok Lace up for a Run Against Nike<\/em>. USAToday. http:\/\/usatoday30.usatoday.com\/money\/industries\/manufacturing\/2005-08-02-adidas-usat_x.htm <a href=\"#return-footnote-66-10\" class=\"return-footnote\" aria-label=\"Return to footnote 10\">&crarr;<\/a><\/li><li id=\"footnote-66-11\">CNN Money. (2000). <em>Ben and Jerry\u2019s Scooped Up<\/em>. http:\/\/money.cnn.com\/2000\/04\/12\/deals\/benandjerrys\/ <a href=\"#return-footnote-66-11\" class=\"return-footnote\" aria-label=\"Return to footnote 11\">&crarr;<\/a><\/li><\/ol><\/div><div class=\"glossary\"><span class=\"screen-reader-text\" id=\"definition\">definition<\/span><template id=\"term_66_456\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_456\"><div tabindex=\"-1\"><p>Key terms appear throughout the chapter. When you click on them, a definition will pop up. If you are using a downloaded or printed format, check the glossary in the back of the book. Please make sure you can define them!<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_775\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_775\"><div tabindex=\"-1\"><p>Sole proprietorship is an individual who may or may not employ other people but owns and operates the business.<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_774\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_774\"><div tabindex=\"-1\"><p>A partnership\u00a0is a business owned jointly by two or more people. Partnership have unlimited liability where each partner is liable for the debts of the other partners, including their tax liability.<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_773\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_773\"><div tabindex=\"-1\"><p>A limited partnership (LP) exists when two or more partners go into business together, but the limited partners are only liable up to the amount of their investment. A limited partnership have limited partners and a general partner with unlimited liability.<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_772\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_772\"><div tabindex=\"-1\"><p>A corporation is a legal entity that is entirely separate from the parties who own it. Once businesses reach a substantial size, it is advantageous to organize as a corporation so that its owners can limit their liability.<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_778\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_778\"><div tabindex=\"-1\"><p>Limited liability company is where the owners or shareholders are financially only responsible for the amount they have invested in the company rather than their personal wealth. The importance of limiting the amount of a shareholder's liability is that it encourages people to invest with relatively little risk. <\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_779\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_779\"><div tabindex=\"-1\"><p>A cooperative\u00a0is a business owned and controlled by those who use its services - producers, customers or consumers..<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_769\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_769\"><div tabindex=\"-1\"><p>A merger is a term used to describe an agreement between the management and shareholders of two companies of approximately equal size to bring both companies together under a common board of directors.<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_770\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_770\"><div tabindex=\"-1\"><p>Acquisition is a term used when one company purchases another company.<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_1313\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_1313\"><div tabindex=\"-1\"><p>Horizontal merger is when companies in the same industry merge.<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_1314\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_1314\"><div tabindex=\"-1\"><p>Vertical merger is when one of the companies in the merger is a supplier or customer to the other.<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><template id=\"term_66_771\"><div class=\"glossary__definition\" role=\"dialog\" data-id=\"term_66_771\"><div tabindex=\"-1\"><p>Hostile takeover is an act of assuming control that is resisted by the targeted company\u2019s management and its board of directors.<\/p>\n<\/div><button><span aria-hidden=\"true\">&times;<\/span><span class=\"screen-reader-text\">Close definition<\/span><\/button><\/div><\/template><\/div>","protected":false},"author":120,"menu_order":6,"template":"","meta":{"pb_show_title":"on","pb_short_title":"","pb_subtitle":"","pb_authors":[],"pb_section_license":""},"chapter-type":[],"contributor":[],"license":[],"class_list":["post-66","chapter","type-chapter","status-publish","hentry"],"part":27,"_links":{"self":[{"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/pressbooks\/v2\/chapters\/66","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/pressbooks\/v2\/chapters"}],"about":[{"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/wp\/v2\/types\/chapter"}],"author":[{"embeddable":true,"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/wp\/v2\/users\/120"}],"version-history":[{"count":25,"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/pressbooks\/v2\/chapters\/66\/revisions"}],"predecessor-version":[{"id":1860,"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/pressbooks\/v2\/chapters\/66\/revisions\/1860"}],"part":[{"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/pressbooks\/v2\/parts\/27"}],"metadata":[{"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/pressbooks\/v2\/chapters\/66\/metadata\/"}],"wp:attachment":[{"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/wp\/v2\/media?parent=66"}],"wp:term":[{"taxonomy":"chapter-type","embeddable":true,"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/pressbooks\/v2\/chapter-type?post=66"},{"taxonomy":"contributor","embeddable":true,"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/wp\/v2\/contributor?post=66"},{"taxonomy":"license","embeddable":true,"href":"https:\/\/pressbooks.bccampus.ca\/fundamentalsbusiness\/wp-json\/wp\/v2\/license?post=66"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}